Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO 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): July 23, 2012
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))
This 8-K/A amends the 8K previously filed on July 23, 2012 in response to
comments of the Securities and Exchange Commission to comply with the disclosure
requirements of Item 304(a)(1)(IV) of Regulation S-K to properly disclose the
change in our certifying accountant. Also the Company has elected to engage
Paritz and Co. Certified Public Accountants as our New Independent Accountant
thereby revoking our previously announced engagement of Stan Jeong-Ha Lee, CPA.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Previous Independent Accountants
i) On July 23, 2012 the Board of Directors of Empire Global Corp. approved the
dismissal of Bernstein & Pinchuk, LLP from its position as our principal
independent accountant. The decision to change accountants was recommended and
approved by the Company's Audit Committee.
ii) The reports of Bernstein & Pinchuk, LLP on the Company's consolidated
financial statements for the fiscal years ended December 31, 2010 and 2009 and
any subsequent interim period through September 30, 2011 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, with the exception of an
explanatory paragraph in the opinion related to the financial statements for the
fiscal years ended December 31, 2010 and 2009 and subsequent interim periods
through September 30, 2011 indicating substantial doubt about the Company's
ability to continue as a going concern.
The Company's Financial statements as of and for the year ended December 31,
2011 or for any subsequent period thereafter have not been filed with the
Securities and Exchange Commission.
iii) In connection with the audits of the Company's consolidated financial
statements for the two most recent fiscal years and through July 23, 2012,
there were:
(1) no disagreements with Bernstein & Pinchuk, LLP on any matter of
accounting principles or practices,
financial statement disclosure or
auditing scope and procedure which, if not resolved to the satisfaction
of Bernstein & Pinchuk, LLP, would have caused Bernstein & Pinchuk, LLP
to make reference to the matter in its report, and
(2) no "reportable events" as that term is defined in Item 304 of
Regulation S-B promulgated under the Securities Exchange Act of 1934
("Item 304").
The Company submitted a letter to the former accountant requesting a comment
with respect to their agreement or disagreement with the disclosures in the Form
8-K/A. A copy of the letter is annexed hereto as Exhibit 1.
Bernstein & Pinchuk, LLP has reviewed the disclosures contained in this Form 8-K
report. Bernstein & Pinchuk, LLP has furnished the Company with a letter
addressed to the Securities and Exchange Commission, a copy of which is attached
as Exhibit 16.1, in accordance with Item 304(a)(3) of Regulation S-B, indicating
that they agree with the above disclosure or providing any new information,
clarifying the Company's disclosures herein, or stating any reason why
Bernstein
& Pinchuk, LLP does not agree with any statements made by the Company in this
report.
New Independent Accountants
On July 27, 2012 Paritz and Co., PA CPA situated at 15 Warren Street, Suite 25,
Hackensack, NJ 07601 ("New Accountant") was engaged as the Company's new
independent certified public accountants. The decision to engage the New
Accountant as the Company's independent registered public accounting firm was
approved by the Company's Board of Directors on July 27, 2012.
During the year ended December 31, 2010 and for the period August 26, 1996
(inception) to December 31, 2010, through this date of disclosure, the Company
did not consult the New Accountant regarding either:
(i) the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be
rendered on the Company's financial
statements, or
(ii) any matter that was either the subject of a disagreement or an event
identified in response to (a)(1)(iv) of Item 304.
ITEM 8.01 OTHER EVENTS.
The Company has changed the address of its principal executive offices to
671 Westburne Dr., Concord, Ontario L4K 4Z1 effective immediately.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Exhibit 1 Letter to Bernstein & Pinchuk, LLP
Dated July 26, 2012
Exhibit 16.1 Letter from Bernstein & Pinchuk, LLP
Dated July 26, 2012
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: July 27, 2012. EMPIRE GLOBAL CORP.
Per: /s/ MICHAEL CIAVARELLA
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MICHAEL CIAVARELLA, B.Sc.
Chairman of the Board and
Chief Executive Office
