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, 2015
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))
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT
LIMITED TO, STATEMENTS CONTAINING THE WORDS "BELIEVE," "ANTICIPATE," "EXPECT"
AND WORDS OF SIMILAR IMPORT. THESE STATEMENTS REFLECT THE COMPANY'S CURRENT
BELIEFS AND ARE BASED UPON CURRENTLY AVAILABLE INFORMATION. ACCORDINGLY, SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY SUCH
STATEMENTS. FACTORS WHICH MAY CAUSE SUCH DIFFERENCES INCLUDE THE COMPANY'S
ABILITY TO COMPLETE ADDITIONAL ACQUISITIONS, EXPAND OUR DISTRIBUTION, INCREASE
OUR CLIENT BASE AND OTHER RISKS DISCLOSED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR ADVISE IN THE EVENT OF ANY CHANGE, ADDITION OR ALTERATION TO THE
INFORMATION COVERED IN THIS REPORT, INCLUDING SUCH FORWARD-LOOKING STATEMENTS.
Item 8.01 OTHER EVENTS
On September 28, 2015, Empire Global Corp. (the "Company") through its wholly
owned subsidiary Multigioco Srl., signed a non-binding letter of intent (the
"LOI") to acquire all of the issued and outstanding equity interests of a
licensed Italian gaming company (the "Transaction"). If the Transaction is
consummated, the Italian gaming company (the "IGC") would become a wholly owned
subsidiary of the Company which would operate in Rome and Naples. The LOI is
valid for ten (10) days from September 28, 2015, at which time the Company may
decide in its sole discretion to extend a final offer to the IGC containing the
terms of the Transaction.
The estimated proposed purchase price (the "Purchase Price") of the IGC is
5 times the net profit a portion of which will be paid in cash. The proposed
transaction, which is subject to a number of conditions including regulatory
approval, financing, and review of the corporate and financial records
(including an audit), is expected to close on or before December 31, 2015.
In order to complete the proposed transaction the Company will be dependent on
raising capital. There can be no assurance that the Company will be able to
raise additional capital needed, and even if available, that it will be on terms
which are acceptable to the Company. There can be no assurance that a final
offer will be made nor that the Transaction will be completed.
The Company's press release announcing the LOI is attached hereto as
Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description
Exhibit 99.1 Press Release dated October 1, 2015.
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: October 1, 2015. 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 No. Description
Exhibit 99.1 Press Release dated October 1, 2015.