UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q/A
Amendment No. 1
_________________
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2011
or
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from: ______ to ______
_________________
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
_________________
Delaware | 000-50045 | 33-0823179 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation or Organization) | File Number) | Identification No.) |
130 Adelaide Street, West, Suite 701
Toronto,
Ontario, Canada M5H 2K4
(Address of Principal Executive Offices) (Zip Code)
(647) 229-0136
(Registrant’s telephone number, including area code)
N/A
(Former
name or former address and former fiscal year, if changed since last report)
_________________
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date:
There were 18,675,800 shares of Common Stock outstanding as of September 30, 2011.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to
Empire Global Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the
Securities and Exchange Commission on March 9, 2012, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405
of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form
10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q.
This Amendment No. 1 to the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date,
and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of
Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those
sections.
2
PART II — OTHER INFORMATION
Item 6. Exhibits.
Exhibit Number | Description | |
31* | 13a-14(a) Certification of CEO and CFO | |
32* | Section 1350 Certification of CEO and CFO | |
101.INS** | XBRL Instance Document. | |
101.SCH** | XBRL Taxonomy Extension Schema Document. | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB** | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document. | |
* These exhibits were previously included in the Registrant’s Form 10-Q for the Quarterly Period ended September 30, 2011, filed with the SEC on March 9, 2012. | ||
** Provided herewith | ||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 6, 2015 | Empire Global Corp. |
By: /s/ Michele Ciavarella | |
Michele Ciavarella Chairman of the Board, Chief Executive Office, and Chief Financial Officer |
4
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Discontinued Operations - Impairment of Investment in Armistice Resources |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations - Impairment of Investment in Armistice Resources |
Our assets held for sale of $207,905 on December 31, 2009 included our investment in Armistice as well as foreign currency translation of $28,291 and organizational costs of IMM of $1,629. On January 4, 2010 we disposed of our wholly owned subsidiary IMM Investments Inc. (IMM) which owned 5,000,000 shares of Armistice in exchange for the elimination of $200,000 of debt. The loss on the sale of IMM during the three months ended is as follows:
|
Summary of Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||
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 February 21, 2012 for the fiscal year ended December 31, 2010. A summary of critical accounting policies are described below.
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, 2010. 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, 2010. The functional currency used by the Company is the US dollar.
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.
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.
Equipment is stated at cost less accumulated depreciation. Depreciation, based on the estimated useful lives of the assets, is provided as follows:
The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 350-30, General Intangibles Other than Goodwill, formerly SFAS No. 142, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
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.
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 earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding .
In the quarter ending September 30, 2011, the Financial Accounting Standards Board ("FASB") has issued ASU No. 2011-04 and ASU 2011-5, which is not expected to have a material impact on the consolidated financial statements upon adoption. |
Balance Sheets - USD ($) |
Sep. 30, 2011 |
Dec. 31, 2010 |
---|---|---|
Current Assets | ||
Total Current Assets | ||
Property and equipment, net | $ 2,932 | |
Total Assets | $ 0 | 2,932 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 122,633 | 121,771 |
Advances from related party | $ 5,964 | $ 5,964 |
Liabilities of discontinued operations | ||
Total Current Liabilities | $ 128,597 | $ 127,735 |
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 | $ 4,902,455 | $ 4,902,455 |
Accumulated other comprehensive loss | ||
Deficit | $ (5,032,920) | $ (5,029,126) |
Total Stockholders' Deficiency | (128,597) | (124,803) |
Total Liabilities and Stockholder' Equity | $ 0 | $ 2,932 |
Nature of Business and operations |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2011 | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Nature of Business and operations |
Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. On September 30, 2005 contemporaneously with a change in management and business plan changed its name to Empire Global Corp.
The Company's principal executive offices are headquartered in Canada. |
Going Concern |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2011 | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Going Concern |
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.
During the quarter ended September 30, 2011, we had a loss of $342. The Company has incurred losses amounting to $5,032,920 since inception. Continuation as a going concern is uncertain and dependent 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 relating to the classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the company be unable to continue in existence. |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2011 |
Dec. 31, 2010 |
---|---|---|
STOCKHOLDERS' EQUITY | ||
Preferred stock - par value | $ 0.0001 | $ 0.0001 |
Preferred stock - authorized | 20,000,000 | 20,000,000 |
Preferred stock - issued | ||
Capital stock - par value | $ 0.0001 | $ 0.0001 |
Capital stock - authorized | 80,000,000 | 80,000,000 |
Capital stock - issued | 18,675,800 | 18,675,800 |
Document and Entity Information - Sep. 30, 2011 - shares |
Total |
---|---|
Document And Entity Information | |
Entity Registrant Name | EMPIRE GLOBAL CORP. |
Entity Central Index Key | 0001080319 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2011 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 18,675,800 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2011 |
Advances from Related Party |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Advances from Related Party |
Advances due from a related party for operations are non-interest bearing and are due on demand. Advances from related parties as of September 30, 2011 are as follows:
|
Property and Equipment |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Property and Equipment |
Equipment consists of the following:
|
Commitments and Contingencies |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2011 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies |
The Company may be subject to claims arising in the ordinary course of business. The Company was subject to direct legal proceedings which were concluded in June 2010 and in indirect proceedings involving our current Chairman and Principal Executive Officer which were concluded in May 2011 subsequent to the period covered by this report. As a result of the conclusion of these matters, the Company and our Chairman and Executive Officer are no longer subject to legal proceedings. |
Subsequent Events |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2011 | ||||
Subsequent Events [Abstract] | ||||
Subsequent Events |
The Company has evaluated subsequent events through the filing date of this quarterly report on form 10-Q for the period ended September 30, and has disclosed such items in this note as follows.
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. When the transaction is closed, AVT will become a wholly-owned subsidiary of Empire Global Corp.
Pursuant to the Agreement, at the anticipated closing date of May 8, 2012 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. The Company will increase the authorized shares in order to issue the new shares.
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 Nov 2011. According to Google Analytics, AVT applications are employed by users represented in over 200 countries in approximately 100 languages and in more than 11,000 different cities from Jan 2010 to Dec 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.
At the closing of this agreement, the Company will also transform itself into the world's first public quoted company that is managed principally using the Facebook Application Platform.
The Share Exchange Agreement is subject to, among other things, (i) completion of due diligence by the parties to the Agreement; (ii) approval of the respective board of directors 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 May 8, 2012, unless extended by the parties. |
Statements of Cash Flows - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2011 |
Sep. 30, 2010 |
|
Cash Flows from Operating Activities | ||
Net loss | $ (3,794) | $ (83,059) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 147 | $ 549 |
Impairment of equipment | (2,785) | |
Accounts payable and accrued expenses | $ 862 | $ 65,721 |
Prepaid expenses | ||
Changes in operating assets and liabilities | ||
Assets of discontinued operations | $ 207,905 | |
Liabilities of discontinued operations | (200,000) | |
Net cash (used in) operating activities | (8,884) | |
Cash Flows from Financing Activities | ||
Advances from related party | 1,052 | |
Net cash provided by financing activities | 1,052 | |
Effect of foreign exchange fluctuation | $ 7,832 | |
Net (decrease) increase in cash and cash equivalents | ||
Cash and cash equivalents - beginning of period | ||
Cash and cash equivalents - end of period | ||
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for: Interest | ||
Cash paid during the year for: Income taxes |
Impairment of Equipment |
9 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||
Impairment of Equipment |
During the second quarter of 2011, we determined that our telephone equipment no longer functioned properly and therefore it was more likely than not that the assets would be disposed of significantly before its previously estimated useful life. As a result, at September 30, 2011 the Company performed an impairment test and determined that an impairment of the carrying value of our equipment was reasonable as follows:
|