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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): December 9, 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))
This Form 8-K and other reports filed by Empire Global Corp. from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, our management as well as estimates and
assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to our industry,
operations and results of operations and any businesses that we may acquire.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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 and current AVT Shareholders. When the transaction is closed, AVT
will become a wholly-owned subsidiary of Empire Global Corp.
Pursuant to the Agreement 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. After closing the Company will have a total
of 188,670,800 shares of common stock issued and outstanding all of the same
class.
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 November 2011. According to Google Analytics, AVT applications are
employed by users represented in over 200 countries in approximately 134
languages and in more then 13,598 different cities as measured from Nov 30. 2009
to Dec 1, 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.
The Stock Purchase and Share Exchange Agreement is subject to, among other
things, (i) completion of due diligence by the parties to the Agreement;
(ii) aproval of the respective board of directors and shareholders 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 January 6, 2012, unless extended by the
parties.
A copy of the Share Exchange Agreement is attached as Exhibit 10 to this
report.
ITEM 7.01 Regulation FD Disclosure
On December 12, 2011, the Company issued a press release announcing the Stock
Purchase and Share Exchange Agreement with Avontrust Global Pte. Ltd., which
will also been posted at http://www.avontrust.com
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10 Share Exchange Agreement dated September 2, 2011, by, between and among
Empire Global Corp., and Avontrust Global Pte Ltd.
11 Form of Lock-up Agreement
99 Press release of Empire Global Corp. dated December 12, 2011.
2
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: December 12, 2011. EMPIRE GLOBAL CORP.
Per: /s/ MICHAEL CIAVARELLA
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MICHAEL CIAVARELLA, B.Sc.
Chairman of the Board and
Chief Executive Office
