Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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): March 3, 2017
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000 - 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)
+39 391 306 4134
(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 4.01 - Changes In Registrant's Certifying Accountant.
(a) Previous independent registered public accounting firm:
On November 30, 3016, Paritz and Company, PA ("Paritz") informed the Company
that it would no longer perform the audit engagement due to the growth in
Company's business, resulting from recent acquisitions.
For the fiscal years ended December 31, 2014 and 2015, Paritz's audit report on
the Company's financial statements did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified as to audit scope or accounting
principles with the exception an explanatory paragraph in which Paritz expressed
substantial doubt as to the Company's ability to continue as a going concern
because the Company had working capital deficit as of December 31, 2015, did not
generate cash flow from its operations and reported operating losses for the
previous two years.
During the fiscal years ended December 31, 2014 and 2015 and the subsequent
period through the date of Paritz's resignation, (i) there were no
"disagreements" (as described in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) between the Company and Paritz on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to Paritz's satisfaction, would
have caused Paritz to make reference in connection with Paritz's opinion to the
subject matter of the disagreement; and (ii) there were no "reportable events"
as the term is described in Item 304(a)(1)(v) of Regulation S-K.
We furnished a copy of this disclosure to Paritz and requested that Paritz
furnish us with a letter addressed to the SEC stating whether such firm agrees
with the above statements or, if not, stating the respects in which it does not
agree.
We have received the requested letter from Paritz, and a copy of the letter is
filed with this Current Report on Form 8-K as Exhibit 16.1.
(b) New independent registered public accounting firm:
On March 3, 2017, as part of the change in independent registered public
accounting firms described in Section(a) above, the Company's Board of directors
confirmed, recommended and approved the appointment of Pitagora Revisione Srl
("Pitagora") (a member firm of Jeffreys Henry LLP, London, UK) as the Company's
independent registered public accounting firm to audit the Company's
consolidated financial statements as of and for the fiscal year ending
December 31, 2016.
During the two most recent fiscal years and the subsequent interim periods
through March 3, 2017, the Company has not consulted with Pitagora regarding
either (1) the application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, and neither a
written report nor oral advice was provided to the Company that Paritz concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (2) any matter that
was either the subject of (i) a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or (ii) a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 - Financial Statements and Exhibits.
Exhibit
No. Description
16.1 Letter, dated March 7, 2017, from Paritz and Company, PA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: March 7, 2017. NEWGIOCO GROUP, INC.
______________________
Michele Ciavarella
Chairman of the Board
Chief Executive Office