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): November 8, 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)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, 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 7.01. REGULATION FD DISCLOSURE
On November 13, 2014, Empire Global Corp. issued a press release announcing that
it has signed a letter of intent to acquire the Rifa Srl. a licenced gaming
operator based in Italy. The acquisition of Rifa Srl. is concurrent with the
closing of an strategic agency agreement located on Corso d'Italia, in the
highest density sports betting district in Napoli.
The company's press release announcing the Letter of Intent is included as
Exhibit 99.1.
Item 8.01 OTHER EVENTS
On November 8, 2014, Empire Global Corp. through our wholly owned subsidiary,
Multigioco Srl signed a letter of intent to acquire Rifa Srl, an Italian gaming
operator licenced under the Agenzia delle Dogane e dei Monopoli (formerly
Amministrazione Autonoma Monopoli di Stato) ("AAMS") as well as Rifa's client
base and active current gaming business.
Rifa Srl holds a AAMS "Monti" licence, a strategic acquisition in our build out
plan. The terms to acquire Rifa Srl. were reached contemporaneously with the
completion of a key agency location agreement situated on Corso d'Italia, the
highest density sports betting district in Napoli. The strategically located
agency was secured from a competitor and has an existing operation which
currently generates approximately EUR 30,000 per week resulting in an estimated
annual EBITDA of EUR 150,000 for this location.
The company will pay EUR 55,000 to acquire 100% of Rifa Srl. in a cash payment
of EUR 35,000 plus an earn-out payment of EUR 20,000 within 12 months of the
closing.
The transaction is subject to the completion of a Material Definitive Agreement
to take effect upon the completion of a 30 day due diligence period and
regulatory approval.
The Company will file a current report on Form 8-K under Item 1.01 upon entry
into a Material Definitive Agreement, and as required, within four business days
after the completion of the Material Definitive Agreement under Item 2.01.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 99.1 - Press Release dated November 13, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: November 13, 2014. EMPIRE GLOBAL CORP.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated November 13, 2014 captioned "Empire Global
Corp. to Acquire Key Gaming Licence in Italy"