UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2011
Commission File Number 000-50045
EMPIRE GLOBAL CORP.
(Name of small business issuer in its charter)
Delaware 33-0823179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
648 Finch Ave. East, Suite 2
Toronto, Ontario, M2K 2E6
(647) 229-0136
(Address and telephone number of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if Smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
There were 18,675,800 shares of Common Stock outstanding as of June 30, 2011.
ITEM 1. FINANCIAL STATEMENTS
The unaudited quarterly financial statements for the period ended June 30,
2011, prepared by the company, immediately follow.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements F-1 - F-8
Item 2. Management's Discussion and Analysis or Plan of Operation 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits 17
SIGNATURES
2
ITEM 1. FINANCIAL STATEMENTS
EMPIRE GLOBAL CORP.
UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH and SIX MONTH PERIODS ENDED
JUNE 30, 2011 and 2010
CONTENTS
Balance Sheets F1
Statements of Operations and Comprehensive Loss F2
Statements of Cash Flows F3
Notes to Financial Statements F-4 - F-8
- 3 -
EMPIRE GLOBAL CORP.
Balance Sheets
June 30, December 31,
2011 2010
US$ US$
(Unaudited)
--------- -----------
ASSETS
Current Assets - -
------- -------
Total Current Assets - -
Property and equipment, net - 2,932
------- -------
- 2,932
======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities 122,291 121,771
Advances from related party 5,964 5,964
Liabilities of discontinued operations - -
------- -------
Total Current Liabilities 128,255 127,735
Commitments and Contingencies
Stockholders Deficiency
Preferred Stock, $0.0001 par value,
20,000,000 shares authorized, none issued. - -
Capital Stock, $0.0001 par value, 80,000,000 shares authorized;
18,675,800 shares issued and outstanding 1,868 1,868
Additional paid-in capital 4,902,455 4,902,455
Accumulated other comprehensive loss - -
Deficit (5,032,578) (5,029,126)
------- -------
Total Stockholders' Deficiency (128,255) (127,803)
------- -------
- 2,932
======= =======
See notes to financial statements
- F1 -
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Statements of Operations and Comprehensive Loss
(Unaudited)
All amounts in US$ except number of shares
Three Months Ended June 30, Six months ended June 30,
2011 2010 2011 2010
US$ US$ US$ US$
--------- ----------- --------- -----------
<c> <c> <c> <c>
Revenue - - - -
--------- ----------- --------- -----------
General and administrative expenses 240 32,863 667 53,407
Loss from continuing operations before income tax expenses (240) (32,863) (667) (53,407)
Income tax expenses - - - -
--------- ----------- --------- -----------
Loss from continuing operations (240) (32,863) (667) (53,407)
Other income (expense)
Gain from forgiveness of debt - - - 1,448
Impairment of equipment (2,785) - (2,785) -
--------- ----------- --------- -----------
Total other (income) expense (2,785) - (2,785) 1,448
Loss before discontinued operations (3,025) (32,863) (3,452) (51,959)
--------- ----------- --------- -----------
Loss on sale of IMM Investments Inc. - discontinued
operations - - - (15,738)
--------- ----------- --------- -----------
Net Loss (3,025) (32,863) (3,452) (67,696)
========= =========== ========= ===========
Basic and fully diluted loss per share - continuing
operations (0.00) (0.00) (0.00) (0.00)
========= =========== ========= ===========
Basic and fully diluted loss per share - discontinued
operations (0.00) (0.00) (0.00) (0.00)
========= =========== ========= ===========
Basic and fully diluted loss per share (0.00) (0.00) (0.00) (0.00)
========= =========== ========= ===========
Basic and fully diluted weighted
average number of shares 18,675,800 18,675,800 18,675,800 18,675,800
========= =========== ========= ===========
See notes to financial statements
- F2 -
EMPIRE GLOBAL CORP.
Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
2011 2010
US$ US$
------- --------
Cash Flows from Operating Activities
Net loss (3,452) (67,696)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 147 366
Impairment of equipment 2,785 -
Accounts payable and accrued expenses 520 50,541
Prepaid expenses - -
Changes in operating assets and liabilities
Assets of discontinued operations - 207,906
Liabilities of discontinued operations - (200,000)
------- --------
Net cash (used in) operating activities - (8,884)
------- --------
Cash Flows from Financing Activities
Advances from related party - 1,052
------- --------
Net cash provided by financing activities - 1,052
------- --------
Effect of foreign exchange fluctuation - 7,832
Net (decrease) increase in cash and cash equivalents - -
Cash and cash equivalents - beginning of period - -
------- --------
Cash and cash equivalents - end of period - -
======= ========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest - -
======= ========
Income taxes - -
======= ========
See notes to financial statements
- F3 -
EMPIRE GLOBAL CORP.
Notes to Financial Statements
(Unaudited)
1. Nature of Business and Operations
Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of
Delaware on August 26, 1998 as Pender International Inc. On September 30, 2005
contemporaneously with a change in management and business plan changed its name
to Empire Global Corp.
The Company's principal executive offices are headquartered in Canada.
2. Going Concern
These unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
("US GAAP") with the assumption that the Company will be able to realize its
assets and discharge its liabilities in the normal course of business.
During the quarter ended June 30, 2011, we had a loss of $387. The Company has
incurred losses amounting to $5,032,578 since inception. Continuation as a going
concern is uncertain and dependent upon obtaining additional sources of
financing to sustain its existence and achieving future profitable operations,
the outcome of which cannot be predicted at this time. In the event the Company
cannot obtain the necessary funds, it will be unlikely that it will be able to
continue as a going concern. Management plans to mitigate its losses in future
years by significantly reducing its operating expenses and seeking out new
business opportunities. However, there is no assurance that the Company will be
able to obtain additional financing, reduce their operating expenses or be
successful in locating or acquiring a viable business.
The accompanying unaudited financial statements do not include any adjustments
relating to the classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the company be
unable to continue in existence.
3. Summary of Significant Accounting Policies
The Company's significant accounting policies and recent accounting
pronouncements are included in the Company's form 10-K dated and filed on
February 21, 2012 for the fiscal year ended December 31, 2010. A summary of
critical accounting policies are described below.
a) Basis of Financial Statement Presentation
The accompanying unaudited interim financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the requirements
of Regulation S-X of the Securities and Exchange Commission (the "SEC"). Certain
information and disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to the rules and regulations
of the SEC. The unaudited interim financial statements reflect all adjustments
(consisting only of normal recurring adjustments), which, in the opinion of
management, are necessary for a fair presentation of the financial position and
results of operations for the periods presented. There have been no significant
changes in accounting policies since December 31, 2010. The results of
operations for the periods are not indicative of the results expected for the
full fiscal year or any future period. These unaudited financial statements
- F4 -
should be read in conjunction with the annual consolidated financial statements
and notes for the year ended December 31, 2010. The functional currency used by
the Company is the US dollar.
b) Use of Estimates
In preparing the Company's financial statements in conformity with accounting
principles generally accepted in the United States of America, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosures of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenue and
expenses during the reporting periods. Actual results could differ from those
estimates.
Significant estimates made by management are, among others, realizability of
long-lived assets, and deferred taxes. Management reviews its estimates on a
quarterly basis and, where necessary, makes adjustments prospectively.
c) Income Taxes
The Company accounts for income taxes pursuant to the provisions of ASC 740-10
"Accounting for Income Taxes," which requires, among other things, an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities. A valuation allowance is
provided to offset any net deferred tax assets for which management believes it
is more likely than not that the net deferred asset will not be realized.
d) Equipment and Depreciation
Equipment is stated at cost less accumulated depreciation. Depreciation, based
on the estimated useful lives of the assets, is provided as follows:
Equipment 20% Declining Balance
e) Impairment of Long Lived Assets
The Company accounts for long-lived assets in accordance with the provisions of
FASB ASC 350-30, General Intangibles Other than Goodwill, formerly SFAS No. 142,
"Accounting for the Impairment or Disposal of Long-Lived Assets". This statement
requires that long-lived assets and certain identifiable intangibles be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
f) Fair Value of Financial Instruments
The carrying value of the Company's accounts payable and accrued charges, and
advances from shareholder approximate fair value because of the short term
maturity of these financial instruments.
- F5 -
g) Earnings Per Share
FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and
"diluted" earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (loss) available to common shareholders by
the weighted average common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per share.
Basic earnings (loss) per share calculations are determined by dividing net
income (loss) by the weighted average number of shares outstanding during the
year. Diluted earnings (loss) per share calculations are determined by dividing
net income (loss) by the weighted average number of shares.
Basic and diluted loss per share were the same, at the reporting dates, as there
were no common stock equivalents outstanding .
h) Recent Accounting Pronouncements
In the quarter ending June 30, 2011, the Financial Accounting Standards Board
("FASB") has issued ASU No. 2011-04 and ASU 2011-5, which is not expected to
have a material impact on the consolidated financial statements upon adoption.
4. Discontinued Operations - Impairment of Investment in Armistice Resources
Corp.
Our assets held for sale of $207,905 on December 31, 2009 included our
investment in Armistice as well as foreign currency translation of $28,291 and
organizational costs of IMM of $1,629. On January 4, 2010 we disposed of our
wholly owned subsidiary IMM Investments Inc. (IMM) which owned 5,000,000 shares
of Armistice in exchange for the elimination of $200,000 of debt. The loss on
the sale of IMM during the three months ended is as follows:
Investment in Armistice net of impairment $ 206,277
Organizational cost 1,629
----------
207,906
----------
Gain on forgiveness of Liabilities 200,000
----------
Loss on sale of IMM, excluding foreign currency translation loss 7,906
Foreign currency translation 7,832
----------
Net loss on sale $ 15,738
==========
- F6 -
5. Impairment of Equipment
During the second quarter of 2011, we determined that our telephone equipment no
longer functioned properly and therefore it was more likely than not that the
assets would be disposed of significantly before its previously estimated useful
life. As a result, at June 30, 2011 the Company performed an impairment test and
determined that an impairment of the carrying value of our equipment was
reasonable as follows:
Purchase price of equipment $ 11,192
Accumulated depreciation 8,406
Carrying amount at March 31, 2012 2,785
---------
Impairment 2,785
---------
Equipment at June 30, 2012 $ -
=========
6. Property and Equipment
Equipment consists of the following:
June 30, 2011 December 31, 2010
-------- -----------
Telephone system $ - $ 11,192
Less accumulated depreciation - 8,260
--------- ---------
$ - $ 2,932
========= =========
7. Advances from Related Party
Advances due from a related party for operations are non-interest bearing and
are due on demand. Advances from related parties as of June 30, 2011 are as
follows:
June 30, 2011 December 31, 2010
-------- -----------
Braydon Capital Corp. 5,964 5,964
-------- ---------
Total advances from related parties: $ 5,964 $ 5,964
======== =========
8. Commitments and Contingencies
The Company may be subject to claims arising in the ordinary course of business.
The Company was subject to direct legal proceedings which were concluded in
June 2010 and in indirect proceedings involving our current Chairman and
Principal Executive Officer which were concluded in May 2011 subsequent to the
period covered by this report. As a result of the conclusion of these
matters, the Company and our Chairman and Executive Officer are no longer
subject to legal proceedings.
- F7 -
9. Subsequent Events
The Company has evaluated subsequent events through the filing date of this
quarterly report on form 10-Q for the period ended June 30, and has disclosed
such items in this note as follows.
On December 9, 2011, Empire Global Corp. (the "Company") entered into a
Stock Purchase and Share Exchange Agreement (the "Agreement") with Avontrust
Global Pte. Ltd. a Singapore company ("AVT") with its head office and operations
in Singapore. When the transaction is closed, AVT will become a wholly-owned
subsidiary of Empire Global Corp.
Pursuant to the Agreement, at the anticipated closing date of May 8, 2012 the
Company will purchase 150,000 shares of AVT representing 100% of the issued and
outstanding shares of AVT in exchange for 169,995,000 shares of the Company, or
a ratio of approximately 1,133.3 shares of the Company for each share of AVT.
The Company will increase the authorized shares in order to issue the new
shares.
AVT develops and has acquired a series of social networking entertainment
Applications on Facebook with approximately 7 million installed users as of the
end of Nov 2011. According to Google Analytics, AVT applications are employed by
users represented in over 200 countries in approximately 100 languages and in
more than 11,000 different cities from Jan 2010 to Dec 2011. AVT's Facebook
application portfolio of products ranges from games, quizzes and social commerce
storefronts. AVT aims to tap this user base to virally promote innovative new
applications it will be producing internally and with its business partners.
At the closing of this agreement, the Company will also transform itself into
the world's first public quoted company that is managed principally using the
Facebook Application Platform.
The Share Exchange Agreement is subject to, among other things, (i) completion
of due diligence by the parties to the Agreement; (ii) approval of the
respective board of directors of each party and (iii) there being no material
adverse change in the financial condition, business or prospects of the Company
or AVT prior to closing. We expect the acquisition to close no later than
May 8, 2012, unless extended by the parties.
- F8 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain information included in this form 10-Q and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers. Words
or phrases such as "believe," "plan," "will likely result," "expect," "intend,"
"will continue," "is anticipated," "estimate," "project," "may," "could,"
"would," "should," and similar expressions are intended to identify
forward-looking statements. These statements, and any other statements that are
not historical facts, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as codified in Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, as amended from time to time (the "Act").
In connection with the "safe harbor" provisions of the Act, we have identified
and filed important factors, risks and uncertainties that could cause our actual
results to differ materially from those projected in forward-looking statements
made by us, or on our behalf (see Part I, Item 1, "Risk Factors" included in our
form 10-K for the fiscal year ended December 31, 2010). These cautionary
statements are to be used as a reference in connection with any forward-looking
statements. The factors, risks and uncertainties identified in these cautionary
statements are in addition to those contained in any other cautionary
statements, written or oral, which may be made or otherwise addressed in
connection with a forward-looking statement or contained in any of our
subsequent filings with the Securities and Exchange Commission. Because of these
factors, risks and uncertainties, we caution against placing undue reliance on
forward-looking statements. Although we believe that the assumptions underlying
forward-looking statements are reasonable, any of the assumptions could be
incorrect, and there can be no assurance that forward-looking statements will
prove to be accurate. Forward-looking statements speak only as of the date on
which they are made. We do not undertake any obligation to modify or revise any
forward-looking statement to take into account or otherwise reflect subsequent
events or circumstances arising after the date that the forward-looking
statement was made.
General
This discussion and analysis should be read in conjunction with our interim
unaudited financial statements and related notes on this form 10-Q and the
audited consolidated financial statements and related notes thereto included in
our Annual Report on form 10-K for the fiscal year ended December 31, 2010. The
inclusion of supplementary analytical and related information herein may require
us to make appropriate estimates and assumptions to enable us to fairly present,
in all material respects, our analysis of trends and expectations with respect
to our results of operations and financial position taken as a whole.
Hereinafter, Empire Global Corp. ("Empire") will be referred to as the Company
throughout the balance of this document.
- 12 -
Our Objectives and Areas of Focus
Empire was organized under the laws of the State of Delaware on August 26, 1998.
The Company went through various name changes prior to September 2005 when the
name was changed to Empire Global Corp. We currently intend to purchase, merge
with or acquire any business or assets which management believes has potential
for being profitable.
During the six months ended June 30, 2011, we had no income.
Due to limited operations, we are presently seeking new business opportunities.
As reported in footnote 8 "Subsequent Events", the Company has entered into an
Agreement to acquire AVT.
Challenges and Risks
We have accumulated a deficit of $5,032,578 to June 30, 2011 and will require
additional debt or equity financing to continue operations and to seek out new
business opportunities. We plan to mitigate our losses in future years through
maintaining minimal operational costs and locating a viable business.
There is no assurance that we will be able to obtain additional financing, be
successful in seeking new business opportunities, or that we will be able to
reduce operating expenses. Our unaudited financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Critical Accounting Policies
Our significant accounting policies and recent accounting pronouncements
described in Note 3 to our unaudited financial statements are included in the
annual report for the year ended December 31, 2010 and a summary of critical
accounting policies and recent accounting pronouncements is included in
Note 3(h) of this form 10-Q.
We prepare our financial statements in conformity with U.S. GAAP, which requires
our management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities on the date of the financial statements and the reported amounts of
revenues and expenses during the financial reporting period. Since the use of
estimates is an integral component of the financial reporting process, actual
results could differ from those estimates. Some of our accounting policies
require higher degrees of judgment than others in their application and as a
result, such estimates may significantly impact our financial results. The
precision of these estimates and the likelihood of future changes depend on a
number of underlying variables and a range of possible outcomes. We have applied
our critical accounting policies and estimation methods consistently. A
comprehension of our critical accounting policies is necessary to understand our
financial results as their application places the most significant demands on
our management's judgment.
- 13 -
Overall Results of Operations
As a result of our limited business operations, we had minimal changes in our
overall results.
We have no cash as of the date of this filing and therefore are not able to
satisfy our working capital needs for the next year. We anticipate funding our
working capital needs for the next twelve months through private advances and
loans from our management and key shareholders, or if available, equity capital
markets. Although the foregoing actions are expected to cover our anticipated
cash needs for working capital and capital expenditures for at least the next
twelve months, no assurance can be given that we will be able obtain financing
or raise sufficient cash to meet our cash requirements.
As described elsewhere, subsequent to the period covered by this report, on
December 9, 2011 the Company entered into an Agreement to acquire AVT. The
Agreement is expected to close on May 8, 2012. Over the next twelve months
we plan to continue seek out additional new business opportunities. If we enter
into a new business opportunity or close such a venture, will need to raise
additional working capital and we may be required to hire additional employees,
independent contractors as well as purchase or lease additional equipment. We
plan to raise this additional working capital through the private placement of
shares, private advances and loans.
We anticipate continuing to rely on equity sales of common stock to fund our
operations and to seek out or enter into new business opportunities. The
issuance of any additional shares will result in dilution to our existing
shareholders.
Related-Party Transactions
Included in the $128,255 of current liabilities at June 30, 2011 is $5,964 in
advances from related parties. None of the amounts due to related parties bear
interest, have any fixed terms of repayment or are collateralized.
COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
Revenues
We had no revenue from operations during the three and six months ended
June 30, 2011.
Operating Expenses
Our operating expenses decreased to $3,452 for six months ended June 30, 2011
compared to $53,407 over the same period in the previous year and to $3,025
for the three months ended June 30, 2011 compared to $32,863 over the same
period in 2010. This decrease was largely a result of our limited operations.
We expect our operating costs to be approximately $179,735 over the next year,
unless we locate a new viable business.
- 14 -
Liquidity and Capital Resources
The Company had no cash balance at June 30, 2011 or on December 31, 2010. The
notes to our unaudited financial statements as of June 30, 2011, contain a
disclosure regarding our uncertain ability to continue as a going concern. We
have not generated revenues to cover our expenses, and we have accumulated a
deficit of $5,032,578. As of June 30, 2011, we had $128,255 in current
liabilities and no current assets, as such we are left with a working capital
deficit of $128,255 and cannot assure that we will succeed in locating a viable
business opportunity or that we will be able to achieve a profitable level of
operations sufficient to meet our ongoing cash needs.
Below is a discussion of our sources and uses of funds for the three and six
months ended June 30, 2011.
Net Cash Used In Operating Activities
We had no change in net cash during the three month and six month periods ended
June 30, 2011 compared to no change in net cash during the three months
ended and $8,884 in net cash used in operating activities during the six month
periods ended June 30, 2010 respectively. The change is a result of the disposal
of our wholly owned subsidiary IMM Investments Inc. on January 4, 2010.
Net Cash Provided By Financing Activities
We had no net cash provided by financing activities during the three month and
six month periods ended June 30, 2011 compared to no change in net cash during
the three month and $1,052 in net cash provided by financing activities during
the six month period ended June 30, 2010 respectively. The difference is a
result of reduced administrative costs.
Net Cash Used In Investing Activities
We did not have any investing activities during the three and six months ended
June 30, 2011 or June 30, 2010.
Contingencies and Commitments
We had no contingencies or long-term commitments at June 30, 2011.
Contractual Obligations
None.
Inflation
We do not believe that inflation will have a material impact on our future
operations.
- 15 -
Off-Balance-Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that we expect to be material to investors. We
do not have any non-consolidated, special-purpose entities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 ("Exchange
Act"), the Company carried out an evaluation, with the participation of the
Company's management, Director of Operations including the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer (the Company's principal
financial officer), of the effectiveness of the Company's disclosure controls
and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of
the end of the period covered by this report. Based upon that evaluation and the
identification of material weaknesses in our internal control over financial
reporting, the Company's CEO and CFO concluded that the Company's disclosure
controls and procedures are not effective to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act, is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms.
Changes in Internal Controls
There were no changes to our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Management's Report on Internal Controls over Financial Reporting
Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this item.
- 16 -
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may be subject to claims arising in the ordinary course of business.
We are not a party to, or the subject of, any pending legal proceeding.
Item 1A. Risk Factors.
Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders through the solicitation
of proxies or otherwise, during the quarter of the fiscal year covered by this
report.
Item 5. Other Information.
During the quarter of the fiscal year covered by this report, Empire reported
all information that was required to be disclosed in a report on form 8-K.
Item 6. Exhibits
(a) Index to and Description of Exhibits
All Exhibits required to be filed with the form 10-Q are included in this
quarterly filing or incorporated by reference to Empire's previous filings with
the SEC, which can be found in their entirety at the SEC website at www.sec.gov
under SEC File Number 000-50045.
31 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- 17 -
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/ Michael Ciavarella Date: March 9, 2012.
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Michael Ciavarella
Chairman of the Board,
Chief Executive Officer and
Chief Financial Officer