UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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): September 22, 2014
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)
671 Westburne Dr, Concord, Ontario L4K 4Z1, 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))
EXPLANATORY NOTE
Unless otherwise indicated or the context otherwise requires, all references in
this Form 8-K to "we," "us," "our," or "the Company" refer to the Registrant or
Empire Global Corp. This report contains summaries of the material terms of the
agreements executed in connection with the transactions described herein. The
summaries of these agreements are subject to, and qualified in their entirety
by, reference to those agreements, all of which are incorporated herein by
reference.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements, as defined
in the Private Securities Litigation Reform Act of 1995. To the extent that any
statements made in this Current Report contain information that is not
historical, these statements are essentially forward-looking. Forward-looking
statements can be identified by the use of words such as "expects," "plans,"
"will," "may," "anticipates," "believes," "should," "intends," "estimates," and
other words of similar meaning and expression. These statements are subject to
risks and uncertainties that cannot be predicted or quantified and,
consequently, actual results may differ materially from those expressed or
implied by such forward-looking statements. We intend such statements to be
covered by the safe harbor provisions for forward-looking statements created
thereby. These statements involve known and unknown risks and uncertainties,
such as our plans, objectives, expectations and intentions, and other factors
that may cause us, or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by the
forward-looking statements.
The forward-looking statements reflect our current view about future events and
are subject to risks, uncertainties and assumptions. The reader is cautioned
that certain important factors specific to our business and that of our
subsidiaries may have affected and could in the future affect our actual
results and could cause actual results to differ significantly from those
expressed in any forward-looking statement. The forward-looking statements made
in this report relate only to events or information as of the date on which the
statements are made in this report. Except as required by law, we undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, after the date on
which the statements are made or to reflect the occurrence of unanticipated
events. You should read this report and the documents we refer to in this report
and have filed as exhibits to this report completely and with the understanding
that our actual future results may be materially different from what we expect.
1.01 Entry into a Material Definitive Agreement
As a consequence of the Memorandum of Understanding signed June 30, 2014 with
Zizon Group Co. Ltd., on September 22, 2014, we entered into a Share Purchase
Agreement (the "Purchase Agreement") with Mr. Wonsub (Roy) Lee, a business
person residing in Seoul, Korea to acquire all of the shares or 100% of the
issued and outstanding stock of Zizon Group Co. Ltd. a corporation formed on
June 12, 2009 under the laws of the Republic of South Korea ("Zizon") with its
registered office situated at #205 Phantom Theme Park, 7, Gumi-ro 9 Beon-gil,
Bundang-gu, Seongnam-si, Gyeonggi-do, Korea. Upon completion of the Purchase
Agreement, Zizon would become a wholly owned subsidiary of Empire Global Corp.
The Exchange Agreement contemplated the acquisition (the "Acquisition") by
Empire Global Corp., of Zizon Group Co Ltd. a corporation organized under the
laws of the Republic of South Korea.
Total maximum consideration payable by the Company in exchange for 100% of Zizon
is 5,000,000 common shares of Empire Global Corp at a share price of $1 per
common share or an enterprise value of $5,000,000 (Five Million Dollars).
As of the date of the Agreement, Zizon is a corporation focused on marketing,
consulting, advertisement and planning in the business of operating and
providing technical skills, website solutions, consultancy throughout South
Korea and internationally. Zizon has developed and been beta operating a
proprietary full scale "e-sports" website and platform to be based in Asia. The
current beta website is expected to go-live in conjunction with the League of
Legends World Championships to be held in Seoul, Korea in October 2014.
Currently the Zizon beta tested e-community has a customer base of approximately
110,000 registered users and is expected to grow to over 1,000,000 paying users
by 2015. The parties plan to develop tactics and strategies specifically for
this future gaming market estimated to be approximately $90 Billion in size.
The Closing Date of the Agreement is on September 30, 2014 or sooner if
practicable and may be extended in writing by the parties to the Agreement. The
Company shall file on form 8-K a statement of the Completion of Acquisition or
Disposition of Assets as soon as practicable thereafter.
The Purchase Agreement further provided that Mr. Lee would be appointed to our
Board of Directors immediately following the consummation of the Acquisition.
The Purchase Agreement dated September 22, 2014 is included as Exhibit 10.1 to
this current report and constitutes the legal document that governs the terms of
the Acquisition and the other transactions contemplated thereby.
Item 7.01. REGULATION FD DISCLOSURE
On September 25, 2014, Empire Global Corp. issued a press release announcing
that it has entered into a Material Definitive Agreement to acquire Zizon Group
Co. Ltd. an e-sports gaming platform developer based in Seoul, Korea.
The company's press release announcing the Purchase Agreement is included as
Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibit 10.1 - Share Purchase Agreement
(b) Exhibit 99.1 - Press Release dated September 25, 2014.
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: September 25, 2014. EMPIRE GLOBAL CORP.
Per: /s/ Michael Ciavarella, B.Sc.
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Michael Ciavarella
Chairman of the Board
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Share Purchase Agreement between Empire Global Corp and
Wonsub (Roy) Lee to acqquire Zizon Group Co. Ltd.
99.1 Press Release dated September 25, 2014 captioned "Empire
Global Corp. Enters into Material Definitive Agreement to
Acquire e-sports gaming developer in South, Korea."