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EX-31 - CERTIFICATION OF CEO AND CFO - SECTION 302 - EMPIRE GLOBAL CORP.section302-ceocfo.txt
EX-32 - CERTIFICATION OF CEO AND CFO - SECTION 906 - EMPIRE GLOBAL CORP.section906-ceocfo.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q
                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                For the quarterly period ended June 30, 2012

                         Commission File Number 000-50045

                                EMPIRE GLOBAL CORP.
                  (Name of small business issuer in its charter)

          Delaware                                             33-0823179
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                              671 Westburne Dr.
                          Concord, Ontario, L4K 4Z1
                               (647) 229-0136
        (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                                Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                                Accelerated Filer [ ]

Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if Smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                  Yes [X] No [ ]

There were 18,675,800 shares of Common Stock outstanding as of October 24, 2012.





















ITEM 1. FINANCIAL STATEMENTS The unaudited quarterly financial statements for the period ended June 30, 2012, prepared by the company, immediately follow. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements F-1 - F-6 Item 2. Management's Discussion and Analysis or Plan of Operation 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings 15 Item 1A. Risk Factors 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits 15 SIGNATURES - 2 -
ITEM 1. FINANCIAL STATEMENTS EMPIRE GLOBAL CORP. UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2012 and 2011 CONTENTS Balance Sheets F1 Statements of Operations F2 Statements of Cash Flows F3 Notes to Financial Statements F-4 - F-6 - 3 -
EMPIRE GLOBAL CORP. Balance Sheets June 30, December 31, 2012 2011 US$ US$ (Unaudited) --------- ----------- ASSETS Current Assets - - ------- ------- Total Assets - - - - ======= ======= LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current Liabilities Accounts expenses 3,000 - Advances from stockholders 150,591 150,000 ------- ------- Total Current Liabilities 153,591 150,000 Commitments and Contingencies Stockholders Deficiency Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued. - - Capital Stock, $0.0001 par value, 80,000,000 shares authorized; 18,675,800 shares issued and outstanding, 1,868 1,868 Additional paid-in capital 4,912,756 4,909,002 Deficit accumulated during the development stage (109,935) (102,590) Accumulated Deficit (4,958,280) (4,958,280) ----------- ----------- Total Liabilities and Stockholders' Deficiency (153,591) (150.000) ---------- --------- - - ======= ======= See notes to financial statements - F1 -
EMPIRE GLOBAL CORP. Statements of Operations (Unaudited) Three Months Ended Six months ended From inception June 30, June 30, to June 30, 2012 2011 2012 2011 2012 --------- ----------- --------- ----------- ----------- US$ US$ US$ US$ US$ Revenue - - - - - --------- ----------- --------- ----------- ----------- General and administrative expenses 1,713 3,025 3,591 3,452 99,634 Interest expense - stockholders 1,877 - 3,754 - 10,301 --------- ----------- --------- ----------- ----------- Loss from continuing operations (3,590) (3,025) (7,345) (3,452) (109,935) Discontinued operation Loss on disposal of discontinued operations - - - - (6,458) --------- ----------- --------- ----------- ----------- Net Loss (3,590) (3,025) (7,345) (3,452) (116,393) ========= =========== ========= =========== =========== Basic and fully diluted loss per share (0.00) (0.00) (0.00) (0.00) ========= =========== ========= =========== Basic and fully diluted weighted average number of shares 18,675,800 18,675,800 18,675,800 18,675,800 ========== =========== ========== ========== See notes to financial statements - F2 -
EMPIRE GLOBAL CORP. Statements of Cash Flows (Unaudited) From inception Three Months Ended (January 5, 2010) June 30, to June 30, 2012 2011 2012 -------- -------- ------------ US$ US$ US$ Cash Flows from Operating Activities Net loss from continuing operations (7,345) (3,452) (109,935) Net loss from discontinued operations - - (6,458) --------- --------- ----------- Net loss (7,345) (3,452) (116,393) Adjustments to reconcile net loss to net cash used in operating activities Depreciation - 147 879 Accrued expenses 3,000 - 3,000 Imputed interest 3,754 - 10,301 Disposal of equipment - 2,785 2,785 Loss on disposal of discontinued operations - - 6,458 Changes in operating assets and liabilities --------- --------- ----------- Net cash used in operating activities (591) (520) (92,970) --------- --------- ----------- Cash Flows from Financing Activities Advances from stockholders 591 520 92,970 --------- --------- ----------- Net cash provided by financing activities 591 520 92,970 --------- --------- ----------- Net (decrease) increase in cash - - - Cash - beginning of period - - - --------- --------- ----------- Cash - end of period - - ========= ========= =========== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest - - - ========= ========= =========== Income taxes - - - ========= ========= =========== See notes to financial statements - F3 -
EMPIRE GLOBAL CORP. Notes to Financial Statements (Unaudited) 1. Nature of Business and Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirements of Regulation S-X of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited interim financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. There have been no significant changes in accounting policies since December 31, 2011. The results of operations for the periods are not indicative of the results expected for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2011. The functional currency used by the Company is the US dollar. Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. and maintains its principal executive office headquartered in Canada. On September 30, 2005 contemporaneously with a change in management and business plan changed its name to Empire Global Corp. 2. Going Concern These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company generated no revenue and has incurred losses since inception. Continuation as a going concern is uncertain and dependant upon obtaining additional sources of financing to sustain its existence and achieving future profitable operations, the outcome of which cannot be predicted at this time. In the event the Company cannot obtain the necessary funds, it will be unlikely that it will be able to continue as a going concern. Management plans to mitigate its losses in future years by significantly reducing its operating expenses and seeking out new business opportunities. However, there is no assurance that the Company will be able to obtain additional financing, reduce their operating expenses or be successful in locating or acquiring a viable business. The accompanying unaudited financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. - F4 -
3. Summary of Significant Accounting Policies The Company's significant accounting policies and recent accounting pronouncements are included in the Company's form 10-K dated and filed on October 10, 2012 for the fiscal year ended December 31, 2011. A summary of critical accounting policies are described below. a) Use of Estimates In preparing the Company's financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively. b) Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10 "Accounting for Income Taxes," which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. c) Fair Value of Financial Instruments The carrying value of the Company's accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments. d) Earnings Per Share FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. e) Recent Accounting Pronouncements In the quarter ending June 30, 2012, there were no new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") that are expected to have a material impact on the consolidated financial statements upon adoption. - F5 -
4. Advances from stockholders Advances from stockholders are non-interest bearing and are due on demand. Interest was imputed at 5% per annum. The Company recorded an interest expense of $6,547 for the year ended December 31, 2011 and $1,877 and $3,754 for the three month and six month periods ending June 30, 2012 respectively. Advances from stockholders as of June 30, 2012 and December 31, 2011 are as follows: June 30, December 31, 2012 2011 -------- ----------- Braydon Capital Corp. $ 31,314 $ 31,314 Gold Street Capital 119,277 118,686 -------- --------- Total advances from related parties: $ 150,591 $ 150,000 ======== ========= 5. Commitments and Contingencies The Company may be subject to claims arising in the ordinary course of business. The Company was subject to indirect proceedings involving our current Chairman and Principal Executive Officer which were concluded in May 2011. As a result of the conclusion of these matters, the Company and our Chairman and Executive Officer are no longer subject to legal proceedings. 6. Subsequent Events The Company has evaluated subsequent events through the filing date of this quarterly report on form 10-Q for the period ended June 30, and has disclosed such items in this note as follows. On December 9, 2011, the Company entered into a Stock Purchase and Share Exchange Agreement (the "Agreement") to acquire Avontrust Global Pte. Ltd. ("AVT"), a Singapore company with its head office and operations in Singapore. On July 2, 2012, prior to the closing of the agreement, the Company and AVT determined that the Agreement was no longer in the best interests of their respective shareholders and therefore entered into a Mutual Termination Agreement as report on Form 8-K filed July 10, 2012. - F6 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain information included in this form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral or written statements made by us or on our behalf), may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Words or phrases such as "believe," "plan," "will likely result," "expect," "intend," "will continue," "is anticipated," "estimate," "project," "may," "could," "would," "should," and similar expressions are intended to identify forward-looking statements. These statements, and any other statements that are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time (the "Act"). In connection with the "safe harbor" provisions of the Act, we have identified and filed important factors, risks and uncertainties that could cause our actual results to differ materially from those projected in forward-looking statements made by us, or on our behalf (see Part I, Item 1, "Risk Factors" included in our form 10-K for the fiscal year ended December 31, 2011). These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the Securities and Exchange Commission. Because of these factors, risks and uncertainties, we caution against placing undue reliance on forward-looking statements. Although we believe that the assumptions underlying forward-looking statements are reasonable, any of the assumptions could be incorrect, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to modify or revise any forward-looking statement to take into account or otherwise reflect subsequent events or circumstances arising after the date that the forward-looking statement was made. General This discussion and analysis should be read in conjunction with our interim unaudited financial statements and related notes on this form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on form 10-K for the fiscal year ended December 31, 2011. The inclusion of supplementary analytical and related information herein may require us to make appropriate estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Hereinafter, Empire Global Corp. ("Empire") will be referred to as the Company throughout the balance of this document. - 10 -
Our Objectives and Areas of Focus Empire was organized under the laws of the State of Delaware on August 26, 1998. The Company went through various name changes prior to September 2005 when the name was changed to Empire Global Corp. We are presently seeking new business opportunities and currently intend to purchase, merge with or acquire any business or assets which management believes has potential for being profitable. Challenges and Risks As of the six months ended June 30, 2012, we had not generated revenues and had no income or cash flows from operations since inception. There is no assurance that the Company will identify an acquisition candidate, generate revenues or become profitable. We have total accumulated deficit of $5,068,215 as of June 30, 2012 and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through maintaining minimal operational costs and locating a viable business. In analyzing viable business opportunities, management may consider factors such as available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality experience and depth of management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities. The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholder of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the - 11 -
Company's securities in the future if such a market develops, of which there is no assurance. The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, or that we will be able to reduce operating expenses. Our unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties. Critical Accounting Policies A summary of critical accounting policies and recent accounting pronouncements is included in Note 3 of this form 10-Q. Overall Results of Operations As a result of our limited business operations, we had minimal changes in our overall results. We have no cash as of the date of this filing and therefore are not able to satisfy our working capital needs for the next year. We anticipate funding our working capital needs for the next twelve months through private advances and loans from our management and key shareholders, or if available, equity capital markets. Although the foregoing actions are expected to cover our anticipated cash needs for working capital and capital expenditures for at least the next twelve months, no assurance can be given that we will be able obtain financing or raise sufficient cash to meet our cash requirements. As described in note 6 to the financial statements, subsequent to the period covered by this report, the Company reported that on July 2, 2012 it had terminated the Agreement to acquire Avontrust Global Pte. Ltd. Over the next twelve months we plan to continue seek out additional new business opportunities. If we enter into a new business opportunity or close such a venture, will need to raise additional working capital and we may be required to hire additional employees, independent contractors as well as purchase or lease additional equipment. We plan to raise this additional working capital through the private placement of shares, private advances and loans. We anticipate continuing to rely on equity sales of common stock to fund our operations and to seek out or enter into new business opportunities. The issuance of any additional shares will result in dilution to our existing shareholders. COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011 AND FROM INCEPTION (JANUARY 5, 2010) THROUGH JUNE 30, 2012 Revenues We had no revenue from operations from inception and during the three and six months ended June 30, 2012. - 12 -
Expenses Our total expenses increased by $567 or 18.7%, from $3,025 for three months ended June 30, 2011 to $3,591 for the three months ended June 30, 2012 and by $3,893 or 112.8% from $3,452 for six months ended June 30, 2011 to $7,345 for the six months ended June 30, 2012 due to the imputed interest recorded for the advances from stockholders and professional fees. Our expenses from continuing operations have been $109,935 since inception. We expect our operating costs to be approximately $192,000 over the next year, unless we locate a new viable business. Related-Party Transactions Included in current liabilities at June 30, 2012 is $150,591 in advances from stockholders. Stockholders advanced $213 and $591 during the three and six months ended June 30, 2012 respectively. Advances from stockholders are non-interest bearing and are due on demand. Interest was imputed at 5% per annum. The Company recorded an interest expense of $1,877 and $3,754 for the three and six month periods ending June 30, 2012 respectively and $10,301 since inception. Liquidity and Capital Resources The Company had no cash balance at June 30, 2012 or on December 31, 2011. The notes to our unaudited financial statements as of June 30, 2012, contain a disclosure regarding our uncertain ability to continue as a going concern. As of June 30, 2012, We have not generated revenues to cover our expenses, and we have total accumulated deficit of $5,068,215. We had $153,591 in current liabilities and no current assets, as such we are left with a working capital deficit of $153,591 and cannot assure that we will succeed in locating a viable business opportunity or that we will be able to achieve a profitable level of operations sufficient to meet our ongoing cash needs. Our expenses are limited to transfer agent costs and professional fees incurred for our public company filing obligations and an imputed interest charge for advances from stockholders. We had no cash flow for the three and six month periods ended June 30, 2012 and June 30, 2011 respectively. Contingencies and Commitments See Note 5 of Notes to Financial Statements for a detailed explanation of our contingencies. Contractual Obligations None. Inflation We do not believe that inflation will have a material impact on our future operations. - 13 -
Off-Balance-Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that we expect to be material to investors. We do not have any non-consolidated, special-purpose entities. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. Item 4. Controls and Procedures. Disclosure Controls and Procedures Pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, Director of Operations including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer (the Company's principal financial officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation and the identification of material weaknesses in our internal control over financial reporting, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Changes in Internal Controls There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management's Report on Internal Controls over Financial Reporting Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. - 14 -
PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Company may be subject to claims arising in the ordinary course of business. We are not a party to, or the subject of, any pending legal proceeding. Item 1A. Risk Factors. Empire is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. (Removed and Reserved) Item 5. Other Information. During the quarter of the fiscal year covered by this report, Empire reported all information that was required to be disclosed in a report on form 8-K. Item 6. Exhibits (a) Index to and Description of Exhibits All Exhibits required to be filed with the form 10-Q are included in this quarterly filing or incorporated by reference to Empire's previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-50045. 31 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - 15 -
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMPIRE GLOBAL CORP. By: /s/ Michael Ciavarella Date: October 26, 2012. ------------------------- Michael Ciavarella Chairman of the Board, Chief Executive Officer and Chief Financial Office