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: March 31, 2014
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 May 15, 2014.
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 March 31, 2014, filed with the
Securities and Exchange Commission on May 15, 2014, 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 March 31, 2014, filed with the SEC on May 15, 2014. | ||
| ** 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 20, 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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Advances from Stockholders |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advances from Stockholders | 4. Advances from stockholders
|
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Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Mar. 31, 2014 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | 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 April 7, 2014 for the fiscal year ended December 31, 2013. 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.
b) Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
c) Fair Value of Financial Instruments
We measure our financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The carrying value of the Company's short term investments, prepaid and sundry assets, accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments.
The Company adopted accounting guidance for financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
The Company has no assets and liabilities measured at fair value on a recurring basis.
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 March 31, 2014, 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. |
Balance Sheets - USD ($) |
Mar. 31, 2014 |
Dec. 31, 2013 |
|---|---|---|
| Current Assets | ||
| Cash | ||
| Deposits | $ 50,000 | |
| Current Assets | 50,000 | |
| Total Assets | 50,000 | $ 0 |
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 2,920 | 8,265 |
| Advances from stockholders | 262,579 | 165,971 |
| Total Current Liabilities | $ 265,499 | $ 174,236 |
| 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 | 4,927,484 | 4,924,844 |
| Deficit accumulated during the development stage | (186,571) | (142,668) |
| Accumulated Deficit | (4,958,280) | (4,958,280) |
| Total Stockholders' Deficiency | (215,499) | (174,236) |
| Total Liabilities and Stockholder' Equity | $ 50,000 | $ 0 |
Nature of Business and Operations |
3 Months Ended |
|---|---|
Mar. 31, 2014 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of Business and Operations | 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, 2013. 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 consolidated financial statements and notes for the year ended December 31, 2013 included in the company's Form 10K filed on April 7, 2014. 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.
The Company is considered to be in the development stage as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management's intended operations. Management has provided financial data since inception (January 5, 2010). |
Going Concern |
3 Months Ended |
|---|---|
Mar. 31, 2014 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern | 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. These conditions, among other things, raise substantial doubt about the Company's ability to continue as a going concern. 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. |
Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2014 |
Dec. 31, 2013 |
|---|---|---|
| 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 |
Income Taxes (Details) - USD ($) |
Mar. 31, 2014 |
Dec. 31, 2013 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Net loss carryforward | $ 1,801,000 | $ 1,785,000 |
| Valuation allowance | $ (1,801,000) | $ (1,785,000) |
| Deferred tax assets |
Document and Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2014 |
May. 15, 2014 |
|
| Document And Entity Information | ||
| Entity Registrant Name | EMPIRE GLOBAL CORP. | |
| Entity Central Index Key | 0001080319 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2014 | |
| 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 | Q1 | |
| Document Fiscal Year Focus | 2014 |
Income Taxes (Details Narrative) |
Mar. 31, 2014
USD ($)
|
|---|---|
| Income Tax Disclosure [Abstract] | |
| Net operating loss carryforward | $ 5,000,000 |
Statements of Operations - USD ($) |
3 Months Ended | 51 Months Ended | |
|---|---|---|---|
Mar. 31, 2014 |
Mar. 31, 2013 |
Mar. 31, 2014 |
|
| Income Statement [Abstract] | |||
| Revenue | |||
| General and administrative expenses | $ 41,263 | $ 2,137 | $ 161,542 |
| Interest expense - stockholders | 2,640 | 2,042 | 25,029 |
| Loss from continuing operations | (43,903) | (4,179) | (186,571) |
| Discontinued operation: Loss on disposal of discontinued operations | (6,458) | ||
| Net Loss | $ (43,903) | $ (4,179) | $ (193,029) |
| Basic and fully diluted loss per share | $ 0.00 | $ 0.00 | |
| Basic and fully diluted weighted average number of shares | 18,675,800 | 18,675,800 | |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2014 | |
| 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 April 7, 2014 for the fiscal year ended December 31, 2012. A summary of critical accounting policies are described below.
|
| Use of Estimates | 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. |
| Income Taxes | b) Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
| Fair Value of Financial Instruments | c) Fair Value of Financial Instruments
We measure our financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The carrying value of the Company's short term investments, prepaid and sundry assets, accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments.
The Company adopted accounting guidance for financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
The Company has no assets and liabilities measured at fair value on a recurring basis.
|
| Earnings Per Share |
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. |
| Recent Accounting Pronouncements | e) Recent Accounting Pronouncements
In the quarter ending March 31, 2014, 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. |
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2014 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 6. Subsequent Events
The Company has evaluated subsequent events through the filing date of these financial statements on form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements. |
Advances from Stockholders - Related party (Details) - USD ($) |
Mar. 31, 2014 |
Dec. 31, 2013 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Advances from stockholders | $ 262,579 | $ 165,971 |
| Braydon Capital Corp. [Member] | ||
| Related Party Transaction [Line Items] | ||
| Advances from stockholders | 31,314 | 31,314 |
| Gold Street Capital [Member] | ||
| Related Party Transaction [Line Items] | ||
| Advances from stockholders | $ 231,265 | $ 134,657 |
Advances from Stockholders (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related party |
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Income Taxes (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||||||
| Income Taxes Tables | |||||||||||||||||||||||||||||||||||||
| Deferred tax assets |
|
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Advances from Stockholders (Details Narrative) |
12 Months Ended |
|---|---|
Dec. 31, 2013 | |
| Related Party Transactions [Abstract] | |
| Interest rate | 5.00% |
Income Taxes |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
| Income Taxes | 5. Income Taxes
The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the three months ended March 31, 2014.
The Company's deferred tax assets as of March 31, 2014 and December 31, 2013 are as follows:
The Company has accumulated a net operating loss
carryforward ("NOL") of approximately $5 million as of March 31, 2014. This NOL may be offset against future taxable
income through the year 2034. The use of these losses to reduce future income taxes will depend on the generation of
sufficient taxable income prior to the expiration of the NOL. No tax benefit has been reported in the financial statements
for the three months ended March 31, 2014 because it has been fully offset by a valuation reserve. The use of
future tax benefit is undetermined because we presently have no operations. NOL incurred are subject to limitation due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited in any one year by alternative minimum tax rules. |
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