UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark one)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934. For the fiscal year ended December 31, 2009.
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934. For the transition period from ______ to ______
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)
648 Finch Ave. East, Suite 2, Toronto, Ontario M2K 2E6
(Address of principal executive offices) (Zip Code)
(647) 229-0136
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.0001)
Check whether the issuer is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes [ ] No [X]
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Larger accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a 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 [ ] No [X]
The issuer had $0 in revenues for its most recent fiscal year.
The number of shares outstanding of each of the issuer's classes of common
equity, as of the close on December 31, 2009 is 18,675,800 shares with an
aggregate market value of $373,516 based on the average closing bid and asked
prices for the Common Stock on January 4, 2010 of $0.02 per share.
TABLE OF CONTENTS
PART I
ITEM 1. DESCRIPTION OF BUSINESS...............................................4
ITEM 2. DESCRIPTION OF PROPERTY...............................................7
ITEM 3. LEGAL PROCEEDINGS.....................................................7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................9
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............10
ITEM 6. SELECTED FINANCIAL DATA..............................................14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.................................15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA...........................22
(Financial Statements - pages numbered as F1 to F16)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..................................38
ITEM 9A. CONTROLS AND PROCEDURES..............................................38
ITEM 9B. OTHER INFORMATION....................................................41
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.........41
ITEM 11. EXECUTIVE COMPENSATION...............................................45
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS...........................46
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................47
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...............................48
ITEM 15. EXHIBITS.............................................................48
SIGNATURES....................................................................49
2
PART I.
FORWARD-LOOKING STATEMENTS
The matters discussed in this Annual Report on form 10-K contain forward-looking
statements that involve risks and uncertainties, including primarily our ability
to fund future operations and investment opportunities until such time that our
cash flows from operations are sufficient for these purposes, changing market
conditions and the other risks and uncertainties described under "Risk Factors"
and throughout this Annual Report on form 10-K. Actual results may differ
materially from those projected. These forward-looking statements represent our
judgment as of the date of the filing of this Annual Report on form 10-K.
We disclaim any intent or obligation to update these forward-looking statements.
Item 1. Description of business
The issuer, Empire Global Corp. ("the Company", "Empire") formerly named
Tradestream Global Corp ("Tradestream") and Vianet Technology Group, Ltd
("Vianet") was organized as Pender International, Inc. ("Pender") under the laws
of the state of Delaware on August 26, 1998.
A. BUSINESS DEVELOPMENT
In 2002, the Company established a business plan to import high-end furniture
from Mexico for sale in the United States and Canada. This business was
unsuccessful and abandoned. In July 2004 the Company formed a business plan to
acquire undervalued small-to-medium size development stage companies.
On July 9, 2004, the Company acquired 100% of the stock of IMM Investments Inc.,
an Ontario corporation ("IMM"), thus making IMM a wholly owned subsidiary of
Empire. IMM owns 5 million (20 million pre-reverse split) shares of Armistice
Resources Corp. a Canadian exploration company developing a gold mining interest
in Northern Ontario. Subsequent to the period covered by this report the Company
disposed of IMM.
On February 16, 2005, the Company acquired 100% of the stock of Montebello
Developments Corp., an Ontario corporation ("Montebello"), thus making
Montebello a wholly owned subsidiary of Empire. Through Montebello, the Company
entered into an agreement to jointly develop Pueblomex a new villa resort near
Huatulco, Mexico. This opportunity was abandoned.
Between February 2005 and December 31, 2009 the Company explored a number of
business opportunities, none of which developed into a viable business. In
September 2005, the Company entered into agreements to acquire 501 Canada Inc.
(501) an Ontario Corporation and Excel Empire Limited (Excel) a BVI Corporation.
Subsequent to entering into the agreements with 501 and Excel management
determined that the assets owned by 501 and Excel were significantly devalued
and therefore it was not in the best interests of our shareholders to pursue
the plan to acquire 501 or Excel. As a result the agreements were terminated.
3
B. BUSINESS DESCRIPTION
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
Empire Global Corp. (together with its subsidiaries, the "Company") is a
diversified holding company seeking to acquire and operate income producing
businesses that have a good prospect for growth. The Company's goal is to
create, through acquisition, disposition and operation an ownership position in
income producing properties servicing commercial business tenants as well as
Hotel, Tourism and Leisure Travel business operators internationally.
As of December 31, 2009, the Company did not have interests in any properties.
The Company intends to prudently develop on a speculative basis as opportunities
warrant and will seek to expand its operations into new markets in addition to
its primary target markets. When considering entry into a new market the Company
will consider, among other factors, demographics, job growth, employment, real
estate fundamentals, competition and other related matters.
We have not been satisfied with our business plan or original plan of operation.
Our objectives are to identify and negotiate with an established business entity
with a view to merge target businesses or alternatively acquire properties
either compatible with our initial business plan or a business related to the
resources industry in line with assets held by our subsidiary IMM Investments
Inc. In certain instances, a target business may wish to become a subsidiary or
may wish to contribute assets rather than merge. No assurances can be given that
we will be successful in locating or negotiating with any target business.
TARGET SELECTION
Any acquisitions that we undertake could be difficult to integrate, be
disruptive and dilute shareholder value.
We expect to explore opportunities to buy other businesses or technologies that
would complement our current business, expand the breadth of our markets, or
that may otherwise offer growth opportunities. If we make any future
acquisitions, we could issue stock that would dilute existing shareholders'
percentage ownership, incur substantial debt or assume contingent liabilities.
Potential acquisitions also involve numerous risks, including:
a. problems assimilating the purchased operations, technologies or products;
b. unanticipated costs associated with the acquisition;
c. adverse effects on existing business relationships with suppliers and
customers;
d. risks associated with entering markets in which we have no or limited prior
experience; and
e. potential loss of the purchased organization's or our own key employees.
We cannot provide any assurance that we would be successful in overcoming
problems encountered in connection with such acquisitions and our inability to
do so could significantly harm our business
Our Management believes that being a reporting company with a class of
publicly-traded securities has certain apparent benefits. These apparent
benefits may include: exposure to capital markets; the ability to use its
registered securities to acquire assets or businesses; greater ease in
subsequently raising capital or borrowing from financial institutions;
stockholder liquidity; enhanced corporate image in the financial community and
compensation of key employees through stock options.
4
We are authorized to enter into a definitive agreement with a wide variety of
businesses without limitation as to their industry or revenues. It is not
possible at this time to predict if we will enter into a definitive agreement
with any specific company or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
Empire is required to provide certain information about significant acquisitions
including audited financial statements of the target business. Reporting
requirements may delay or preclude any merger or acquisition, which may
adversely affect Empire's business. Obtaining audited financial statements are
the economic responsibility of the target business. The additional time and
costs that may be incurred by some potential target businesses to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Empire. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable. Notwithstanding a target
business's agreement to obtain audited financial statements within the required
time frame, such audited financials may not be available to Empire at the time
of effecting a business combination. In cases where audited financials are
unavailable, Empire will have to rely upon unaudited information that has not
been verified by outside auditors in making its decision to engage in a
transaction with the business entity. This risk increases the prospect that a
business combination with such a target business might prove to be an
unfavorable one for Empire.
Empire currently has no arrangements or understanding with respect to a proposed
business combination with a specific entity. There can be no assurance that
Empire will be successful in identifying and evaluating suitable target
businesses or business opportunities or in concluding a business combination.
Empire does not have an established operating history or a specified level of
earnings, assets, net worth or other criteria that it will require a target
business to have achieved, or deemed that without which Empire would not
consider a business combination with such target business. Accordingly, Empire
may enter into a business combination with a target business having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative characteristics.
There is no assurance that Empire will be able to negotiate a business
combination on terms favorable to Empire.
Empire currently has few assets, liabilities, limited financial resources and we
have no cash on hand to acquire additional assets or to create an operating
revenue stream sufficient to cover operating expenses or pay our outstanding
liabilities. There is no assurance that Empire can identify such a target
business and consummate such a business combination and our limited funds may
not be adequate to take advantage of any available business opportunities that
present themselves. We will require significant new capital in order to execute
our strategic plan and believe that this capital will only be available through
the sale of debt or equity securities. Our success in raising this capital will
depend upon our ability to access equity capital markets and we may not be able
to do so or to do so on acceptable terms. If we fail to obtain funds on
acceptable terms, we will not be able to execute our strategic plan and would
have to delay or abandon some or all of our plans for growth. If we are able to
obtain financing, we believe that the terms of such arrangements will result in
an offering that is highly dilutive to existing shareholders because of the
price at which we would have to issue those shares and the large number of
shares we would have to issue at those prices.
5
DISTRIBUTION METHODS FOR PRODUCTS OR SERVICES
We currently have no products or services available for distribution.
STATUS OF PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
As of the fiscal year ended December 31, 2009 the Company has no current
business operations and is a holding company with a view to acquire undervalued
small-to-medium size development stage companies or in the alternative, take
direct ownership in revenue producing businesses. The Company has not entered
into any new business arrangements.
COMPETITIVE BUSINESS CONDITIONS, COMPETITIVE POSITION IN THE INDUSTRY AND
METHODS OF COMPETITION
The Company seeks opportunities primarily located in North America. There are
numerous other competitors within the market area for which the Company will
prospect. The competitive conditions in such areas could have a material adverse
effect on the Company's (i) future operations, and (ii) development and
acquisition opportunities. The Company will compete for acquisitions with others
who may have greater resources.
SOURCES AND AVAILABILITY OF SUPPLIES
The Company has taken a broad view to delineate opportunities in international
markets where the supply of target properties and businesses are abundant. For
Empire to operate, our needs or inputs would simply be legal counsel, accounting
and auditor functions. Suppliers for these office and management functions are
deemed to be ubiquitous. During the period covered by this report we did not
retain legal counsel, and our Independent Registered Public Accounting Firm
is Bernstein & Pinchuk LLP.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
As of the end of the period covered by this report Empire does not have any
holdings in income producing commercial properties. Empire will continue to seek
new potential acquisition targets to develop a portfolio of assets in
conjunction with our plan of business.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS
Empire Global Corp. does not have any patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
There is no current need for Government Approval for its products or services.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
There is no current effect on us of existing or probable governmental
regulations on the business.
RESEARCH AND DEVELOPMENT COSTS
The Company had no research and development costs during the year ended December
31, 2009.
6
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
Empire is not directly affected by any environmental laws, but may indirectly be
affected if a subsidiary company project or property falls under the scope of
any Federal, State and Local environmental laws.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
Empire currently has no employees and one active independent contractor.
Management expects to use consultants, attorneys and accountants as necessary,
and does not anticipate a need to engage any full-time employees so long as it
is seeking and evaluating business opportunities. The need for employees and
their availability will be addressed in connection with the decision whether or
not to acquire or participate in specific business opportunities.
C. 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. Description of Property.
Empire currently does not maintain a principal executive office. Empire's
mailing address is 648 Finch Ave. East. Suite 2, Toronto, Ontario, M2K 2E6,
Canada. Other than this mailing address, Empire does not currently maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future. Empire pays no rent or other
fees for the use of the mailing address.
It is likely that Empire will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office facilities.
Note: Mining Operations
Although Empire does not engage in mining operations, our wholly owned
subsidiary IMM has made an investment in Armistice Resources Corp. which does.
However, our investment in Armistice does not deem us a controlling entity.
Armistice Resources Corp. is a reporting Canadian company and information about
its business can be found on the System for Electronic Document Analysis and
Retrieval (SEDAR) developed in Canada for the Canadian Securities Administrators
(www.sedar.com). As described elsewhere in this report, subsequent to the period
covered by this report the Company disposed of IMM Investments Inc.
Item 3. Legal Proceedings
The Company is subject to claims arising in the ordinary course of business. The
Company and Management believe that, after consultation with counsel, the
allegations against the Company included in the claims described below may be
subject to substantial legal defences, and the Company is vigorously defending
each of the allegations. At this time, it is not possible to estimate the
ultimate loss or gain, if any, related to these claims, nor if any such loss
will have a material adverse effect on the Company's results of operations or
financial position.
7
Pending Legal Matters
Directly affecting the Company
On November 1, 2005, the Company was served with a Statement of Claim filed in
the Ontario Superior Court of Justice by Advanced Refractive Technologies Inc.
("Advanced") claiming $6,000,000 in aggregate damages plus unspecified amounts
against 16 co-respondents including the Company for unknown loses claimed by
Advanced in its dealings with an unknown and unrelated entity or person (the
"unrelated entity"). Advanced alleges that this unrelated entity, in a private
transaction with Advanced, may have promised to exchange shares of the Company
that the unrelated entity had claimed to have owned. The Company has never been
a party to any dealings with Advanced or the unrelated party and prior to
receiving notice from Advanced had never heard of Advanced. The Company denies
any wrongdoing and is vigorously defending this claim. Although the claim
remains a live issue, Advanced has made no attempt to further its claim. Because
of the uncertainties inherent in litigation, the company cannot predict whether
the outcome, which remains unresolved, will have a material adverse affect.
Indirectly affecting the Company
On December 10, 2004, the Ontario Securities Commission ("OSC") served upon the
former President and C.E.O. of the Company (the "former executive"), and
companies controlled by the former executive, as well as a shareholder of the
Company related to the father of our former Chairman Kalson Jang and an
unrelated party collectively the "respondents" an order to cease trading in
shares of the Company formerly known as Pender International, Inc. ("Pender")
and subsequently issued a Statement of Allegations against the respondents on
December 21, 2004. The Company is aware of the proceedings; however, is not a
respondent to these proceedings. The order was purportedly issued to allow the
OSC an opportunity to investigate trading in shares of Pender over the period
between October 27, 2004 and November 19, 2004. The allegations stated among
other things that Armistice was a worthless, flooded mine and that there was no
basis for the increase in the share price of the Company.
The Royal Canadian Mounted Police, and the Ontario Securities Commission
(jointly IMET "Integrated Market Enforcement Team") conducted an investigation
into the allegations and on September 26, 2006 the Royal Canadian Mounted Police
("RCMP") charged our former executive.
Our former executive is vigorously denying the allegations and challenging the
charges and consequently has consented to a committal to trial. Between February
and March 2008 a preliminary inquiry was held in the Ontario Court of Justice in
respect of this matter.
The date for trial had been set down to begin on September 8, 2009, however was
adjourned until October 18, 2010. Pre-trial motions proceeded in the Ontario
Superior Court of Justice in Toronto during the month of November, 2009 and
continued in January, 2010.
On June 25, 2008 the Securities and Exchange Commission ("SEC") issued a notice
to Michael Ciavarella, our former officer and director. The notice advised that
the (SEC) investigation has been completed as to Mr. Ciavarella, against whom
they do not intend to recommend enforcement by the commission.
Our former executive and the Company have been complying with orders imposed by
the OSC and cooperating with informal inquiries made by the United States
Securities and Exchange Commission ("SEC").
8
Item 4. Submission of matters to a vote of security holders
There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2009.
REPORTS TO SECURITY HOLDERS
The Company is not required to deliver an annual report to security holders and
does not plan to voluntarily deliver a copy of the annual report to the security
holders. If we should choose to create an annual report, it will contain audited
financial statements. We intend to file all of our required information
including our 10-K, 10-Q and all other forms that are or may become applicable
with the SEC. We file reports electronically with the Securities and Exchange
Commission. Our public disclosure protocol complies with the requirements set
forth by the Securities and Exchange Commission. Over the course of the past
fiscal year we have filed several form 8-K's as described in Item 13 of this
report and quarterly reports 10-Q's, these forms are attached as exhibits at
the end of this report.
The public may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is (http://www.sec.gov). In compliance with the Securities and
Exchange Commission, all press releases and SEC filings are also available on
our website (http://www.emgl.us).
9
PART II
Item 5. Market for common equity and related stockholder matters
MARKET INFORMATION
Our common stock is quoted on the Over the Counter Pink Sheet Quotation System
(OTC-PK), which is a network of security dealers who buy and sell stock. The
OTC-PK is an unorganized, inter-dealer, over-the-counter market that provides
significantly less liquidity than other markets. Purchasers of our common stock
may therefore have difficulty selling their shares should they desire to do so.
The stock market in general and the stock prices of Empire's common stock in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of any specific public company. The market price of
Empire's common stock has fluctuated in the past and is likely to fluctuate in
the future as well, especially if Empire's common stock continues to be thinly
traded. Factors that may have a significant impact on the market price of
Empire's common stock include:
a. announcements concerning Empire or its competitors, including the negotiation
for or acquisition of a target business;
b. announcements regarding financial developments;
c. government regulations, including stock option accounting and tax
regulations;
d. acts of terrorism and war; or
e. rumors or allegations regarding Empire's financial disclosures or practices.
A small number of Empire's stockholders own a substantial amount of Empire's
common stock, and if such stockholders were to sell those shares in the public
market within a short period of time, the price of Empire's common stock could
drop significantly. A large number of shares of outstanding common stock are
restricted and are not freely-trading. An established public trading market for
our common stock may never develop or, and if developed, it may not be
sustained.
PENNY STOCK RULES
Our common stock may be deemed a "penny stock." Penny stocks generally are
equity securities with a price of less than $5.00 per share, other than
securities registered on certain national securities exchanges. Trading in
Empire's securities is subject to certain regulations adopted by the SEC
commonly known as the "penny stock" rules. These rules govern how broker-dealers
can deal with their clients and "penny stocks". The additional burdens imposed
upon broker-dealers by the "penny stock" rules may discourage broker-dealers
from effecting transactions in Empire's securities, which could severely limit
the market price and liquidity of our common stock.
We were listed and became eligible for trading on the OTCBB on March 4, 2004 and
the first electronic trade of our stock occurred on October 14, 2004. We now
trade under the symbol, EMGL.PK (formerly EMGL.OB, TGLC.OB, VGTL.OB, and
PNDR.OB).
Trading in our common stock in the over-the-counter market has been limited and
sporadic and the quotations set forth below are not necessarily indicative of
actual market conditions. Further, these quotations reflect inter-dealer prices
without retail mark-up, mark-down, or commission, and may not necessarily
reflect actual transactions. Such quotes are not necessarily representative of
actual transactions or of the value of our common stock, and are in all
likelihood not based upon any recognized criteria of securities valuation as
used in the investment banking community.
10
The following tables set forth the high and low sale prices for our common stock
as reported on the Pink Sheets LLC for the periods covered by this report as
indicated.
2008 BID PRICES
PERIOD HIGH LOW
January 1 - March 31 $ 0.07 $ 0.070
April 1 - June 30 0.07 0.070
July 1 - September 30 0.06 0.060
October 1 - December 31 0.07 0.070
2009
PERIOD
January 1 - March 31 $ 0.07 $ 0.06
April 1 - June 30 0.14 0.06
July 1 - September 30 0.06 0.025
October 1 - December 31 0.025 0.02
SHAREHOLDERS
As of December 31, 2009, there were an estimated 400 holders of record of our
common stock. Certain of the shares of common stock are held in street name or
are listed as undisclosed and may, therefore, be held by several beneficial
owners.
DIVIDENDS
On July 26, 2004, shareholders of record on that date became entitled to receive
a stock dividend of six new shares of common stock of the Company for each one
share held pursuant to a forward split approved by the Board of Directors of the
Company on July 12, 2004.
We have never paid a cash dividend on our common stock since inception. The
payment of dividends may be made at the discretion of our Board of Directors,
and will depend upon, among other things, our operations, capital requirements,
and overall financial condition.
DESCRIPTION OF SECURITIES
As of December 31, 2009, there were 18,675,800 shares of common stock, of 0.0001
par value, issued and outstanding and at least 17,969,300 shares are restricted
securities of Empire within the meaning of Rule 144(a)(3) promulgated under the
Securities Act of 1933, as amended. These are restricted because such shares
were issued and sold by us in private transactions not involving a public
offering or issued as consideration for payments of fees and services provided
to the Company.
The restricted securities may only be sold pursuant to a registration statement
or pursuant to Rule 144. In general, under Rule 144, as currently in effect,
subject to the satisfaction of certain other conditions, a person, including an
affiliate of ours (in general, a person who has a control relationship with us)
who has owned restricted securities of common stock beneficially for at least
one year is entitled to sell, within any three-month period, that number of
shares of a class of securities that does not exceed the greater of (i) one
percent (1%) of the shares of that class then outstanding or, if the common
stock is quoted on NASDAQ, (ii) the average weekly trading volume of that
class during the four calendar weeks preceding such sale. A person who has not
been an affiliate of ours for at least the three months immediately preceding
the sale and has beneficially owned shares of common stock for at least two (2)
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.
No prediction can be made as to the effect, if any, that future sales of
shares of common stock or the availability of common stock for future sale will
have on the market price of the common stock prevailing from time-to-time. Sales
of substantial amounts of common stock on the public market could adversely
affect the prevailing market price of the common stock.
11
In each of the foregoing described stock splits we filed a notice under rule
10b-17 with NASD of our intention to effect the stock split and reflected the
approval of our Board of Directors and written consent of a majority
shareholders. All fractional shares are rounded up to the nearest whole shares.
1 for 10 Reverse Split
On September 30, 2005, we completed a 1 for 10 reverse split of our common
stock.
1 for 10 Reverse Split
Effective June 30, 2005, we completed a 1 for 10 reverse split of our common
stock.
7 for 1 Forward Split
On July 23, 2004, the Board of Directors approved a 7 for 1 forward split of our
common stock. The common stock dividend payment date was July 26, 2004 to
stockholders of record as at July 23, 2004.
Each of the foregoing change in authorized shares was approved by the Board of
Directors and the holders of a majority of the issued and outstanding shares of
common stock and a Certificate of Amendment filed with the State of Delaware.
On September 21, 2004, the Company amended it's Certificate of Incorporation to
increase the number of authorized common shares from 80,000,000 to 400,000,000.
On December 28, 2006, the Company amended it's Certificate of Incorporation to
decrease the number of authorized common shares from 400,000,000 to 80,000,000.
Preferred Stock
The Company has authorized 20,000,000 preferred shares of which none have been
issued.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The purpose of the 2005 Incentive Stock Option Plan (the "Stock Plan") is to
secure long-term relationships for the Company and its stockholders, from the
benefits arising from capital stock ownership by the Company's Officers,
Directors, Employees, Consultants and Advisors, who can help in the Company's
growth and success and to provide an effective means of compensation for such
persons and entities providing services to the Company in lieu of cash payments
therefore. The Stock Plan became effective as of the 1st day of July, 2005, and
shall expire on the 30th day of June, 2015, unless further extended by
appropriate action of the Board of Directors. The Board of Directors of the
Company may at any time, by appropriate action, suspend or terminate the Stock
Plan, or amend the terms and conditions of the Stock Plan.
Pursuant to the stock plan, 1,000,000 shares of common stock, par value $0.0001
per share, of Empire Global Corp., may be issued upon the exercise of stock
options or stock grants. Consultants, Advisors, Employees and Directors, to the
Company, or any of its subsidiary corporations, shall be eligible for
participation in the Stock Plan. Each person or entity acquiring shares of
Common Stock pursuant to the Stock Plan shall be acquiring such shares for
investment purposes only, and in lieu of cash compensation for services rendered
to the Company. A Compensation Committee appointed by the Board of Directors
shall determine the manner in which each option or stock grant shall be
exercisable and the timing and form of the purchase price to be paid by a
grantee upon the exercise of an option or stock grant under the Stock Plan. To
the extent provided in the option agreement, payment of the purchase price may
be in cash, part in cash, part by personal promissory note or in lieu of payment
for services performed. There are no restrictions on the resale of securities
purchased under the Stock Plan. The Stock Plan is not qualified under Section
401(a) of the Internal Revenue Code.
12
On July 26, 2005, options to purchase up to a total of 1,000,000 shares of
common stock were granted at an exercise price of $0.50 per share to two
consultants pursuant to Consulting Services Agreements entered into with the
Company to perform research and analysis work with respect to business planning
in the potential acquisition of technology based companies. The shares were
issued in lieu of payment for services performed or to be performed. The Company
relied on the exemption from the registration requirements of the Securities Act
provided by Rule 701 under the Securities Act. More details of the Stock Plan
and the shares issued pursuant to these consultant agreements can be found on
form S-8 filed on July 27, 2005.
RECENT SALES OF UNREGISTERED SECURITIES
There are no recent sales of unregistered securities by the Company during the
period covered by this report, which have not been previously disclosed in form
10-Q filings or form 8-K filings.
Share exchange - IMM Investments Inc.
On July 9, 2004, the Company acquired 100% of IMM Investments Inc., thus making
IMM a wholly owned subsidiary of the Company. The Company acquired IMM from KJ
Holding Inc. an Ontario Corporation owned by Kalano Jang father of our former
Chairman Kalson Jang, by issuing KJ Holding Inc. 3,000,000 (21,000,000
post-forward split) restricted shares of the Company in exchange for 100% of the
issued and outstanding stock in IMM. Details of this transaction are available
on the form 8-K filed on July 14, 2004 to announce the acquisition of IMM
Investments Inc. and the form 8-K/A filed on December 3, 2004 to amend 8-K filed
on July 14, 2004. Items 2.01 and 9.01 were amended on this report.
Sale of Shares - Private Placements - Cancellation of Debt
On June 27, 2005 the Company completed a private placement by issuing a total of
2,088,720 (pre-split) shares of its common stock with a total value of $208,872
to an accredited investor in exchange for the cancellation of debt owed by the
Company respectively to the investor.
On July 27, 2005 the Company completed a private placement by issuing a total of
500,000 (pre-split) shares of its common stock with a total value of $150,000 to
an accredited investor in exchange for the cancellation of debt owed by the
Company to the investor.
On October 12, 2005 the Company completed a private placement by issuing a total
of 814,100 shares of its common stock with a total value of $472,178 to a group
of accredited investors in exchange for the cancellation of debt owed by the
Company respectively to each investor.
On August 21, 2006, the Company completed a private placement by issuing a total
of 7,236,300 shares of its common stock with a total value of $922,595 to a
group of accredited investors in exchange for the cancellation of debt owed by
the Company respectively to each investor.
On November 26, 2006, the Company completed a private placement by issuing a
total of 1,000,000 shares of its common stock with a total value of $127,495 to
First Federal Group in exchange for the cancellation of debt owed by the Company
for funds advanced for payment to SF Group our former Certifying Public
Accountant and rent for use of office space in New York.
On November 5, 2007, the Company completed a private placement by issuing a
total of 3,378,900 shares of its common stock with a total value of $405,468 to
a group of accredited investors in exchange for the cancellation of debt owed by
the Company respectively to each investor.
On May 5, 2008, Empire completed a private placement of 5,500,000 shares of its
common stock. The Company issued 3,000,000 shares of common stock with a total
value of $200,000, as well as 2,500,000 shares of common stock with a total
value of $175,000 to a group of accredited investors in exchange for the
cancellation of debt owed by the Company to each investor.
13
The shares issued in each private placement are exempt from the registration
requirements of the Securities Act of 1933 (the "Act") pursuant to Section 4(2)
of the Act and Rule 506 promulgated thereunder. Each investor is an "accredited
investor" under the Act, and no form of general solicitation or general
advertising was conducted in connection with the private placements.
Each of the certificates representing shares of the Company's common stock
issued in each private placement contain restrictive legends preventing the
sale, transfer or other disposition of such shares, unless registered under the
Securities Act.
REGISTRATION STATEMENTS
On July 27, 2005 Empire issued 500,000 shares each by way of S-8 registration to
two consulting firms for an aggregate total of 1,000,000 (pre-reverse split)
shares of its common stock. The consulting firms were engaged to assess and make
recommendations with respect to the Company's plans to enter into a merger and
reorganization with Vianet Direct, Inc. and subsequently Tradestream Global, AG.
Five Hundred Thousand (500,000) of these shares were subsequently subject to a
stop transfer and were the subject to legal proceedings that have been settled
as described elsewhere in this report.
PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT
No stock repurchases were made by Empire or affiliated purchasers in a month
within the fourth quarter of the fiscal year covered by this report.
Item 6. Selected Financial Data
Not Applicable.
14
Item 7. Management's discussion and analysis
FORWARD-LOOKING STATEMENTS
This management discussion and analysis of financial condition and results of
operations ("MD&A") on form 10-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact, including statements regarding
guidance, industry prospects or future results of operations or financial
position, made in this MD&A on form 10-K are forward-looking. We use words such
as anticipate, believe, expect, future, intend, plan, aim, project, estimate,
will, should, could and similar expressions to identify forward-looking
statements. Forward-looking statements reflect management's current expectations
and are inherently uncertain. Factors that could cause our future results to
differ from these expectations include general economic conditions, particularly
as they affect our ability to acquire a target business and raise sufficient
working capital and the impact of foreign exchange fluctuations, changes in
global economic conditions and consumer spending. As a result, the
identification and interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable alternatives
requires the exercise of judgment. To the extent that the assumed events do not
occur, our outcome may vary substantially from our anticipated or projected
results, and accordingly, we express no opinion on the outcome of those
forward-looking statements and give no assurance that any of the assumptions
relating to the forward-looking statements are accurate. These risks and
uncertainties, as well as other risks and uncertainties that could cause our
actual results to differ significantly from management's expectations describes
some, but not all, of the possible risk factors whether known or unknown to
management on the date of this filing.
ABILITY TO CONTINUE AS A GOING CONCERN
The Company's auditors have issued an opinion on our ability to continue as a
going concern. This means that its auditors believe there is doubt that the
Company can continue as an on-going business for the next twelve months unless
it obtains additional capital to pay its obligations. This is because the
Company has not generated any revenues and no revenues are anticipated until it
begins operations from a new business plan.
We have suffered recurring losses from operations and are in serious need of
additional financing. These factors among others indicate that we may be unable
to continue as a going concern, particularly in the event that we cannot obtain
additional financing or, in the alternative, complete a merger or acquisition.
Our continuation as a going concern depends upon our ability to generate
sufficient cash flow to conduct our operations and our ability to obtain
additional sources of capital and financing.
There is no assurance that we will be able to accomplish all or any of these
items. In the event that these events do not take place, we will in all
probability not be able to continue as a going concern.
The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing under
the caption "Financial Statements and Supplementary Data."
GENERAL
Empire was incorporated in the state of Delaware on August 26, 1998. Our
principal executive office is located in Toronto, Canada. The Company has no
business operations and has been seeking new business opportunities during the
period covered by this report.
On July 9, 2004 we acquired 100% of the shares of IMM Investments Inc. ("IMM"),
an Ontario Corporation. IMM owns 5 million shares of common stock of Armistice
Resources Corp. Warrants to purchase an additional 5 million shares expired
in August 2008. Armistice shares trade on the Toronto Stock Exchange under the
symbol AZ. The 5 million common shares and the expired 5 million common share
warrants of Armistice owned by IMM are currently held in escrow as a result of
certain legal proceedings related to events involving our former management as
described elsewhere in this report. As described in Note 10 "Subsequent Events",
the Company disposed of IMM subsequent to December 31, 2009.
15
PLAN OF OPERATION
At December 31, 2009 we had no cash and $211,570 in assets and 259,069 in
current liabilities. Our cash flow requirement for the twelve-month period from
January 2010 to December 2010 is estimated to be $311,121. Anticipated cash
outflows are as follows:
ANTICIPATED CASH OUTFLOWS: Amount (USD)
------------
General and administrative expenses:
Consulting and Wages $ 50,000
Accounting 80,000
Legal 50,000
Office and General 2,000
------------
Total General and Administrative $ 182,000
Accounts payable due 129,121
============
Total 311,121
============
Empire Consolidated General and Administrative Expenses:
The general and administrative expenses projection of $182,000 is based on the
actual expenses incurred during the two most recent years. Future general and
administrative expenses are anticipated to be similar to those incurred during
these most recent years.
Empire Consolidated Current Accruals Due:
On May 5, 2008 the Company issued 3,000,000 shares to pay $200,000 of the
accounts payable due at December 31, 2008. The balance of the current accounts
payable at December 31, 2009 due to various parties for services rendered was
approximately $129,121. Terms on these accruals vary but they are all currently
due on demand. Subsequent to the period covered by this report, as a result of
the sale of IMM Investments Inc. described in Note 10 "Subsequent Events" the
Company disposed of $71,500 of accruals due on December 31, 2009.
Empire Additional Working Capital:
Empire has a working capital deficit as of December 31, 2009 of $259,069.
Additional working capital is not currently assessable since the Company is
seeking business opportunities but has not entered into any arrangement or
agreement. Therefore, the amount of working capital cannot be determined, if
any, at this time.
The company plans to fund the above operations, with loans and advances from our
current management and to execute private placements with related and other
parties over the next twelve months.
CASH INFLOWS
Research and Development:
The Company's plan of operation for the subsequent twelve months is actively
seeking an acquisition or new business opportunity, finding a business partner,
or locating a qualified company as a candidate for a business combination. We
are authorized to enter into a definitive agreement with a wide variety of
businesses without limitation as to their industry or revenues. It is not
possible at this time to predict with which company, if any, we will enter into
a definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
We may seek a business opportunity with entities which have recently commenced
operations, or that may wish to utilize the public marketplace in order to raise
additional capital to expand their business, to develop a new product or
service, or for other corporate purposes. We may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries.
16
We are not limiting our search for business opportunities to any particular
industry; therefore, our management may not be experienced in matters relating
to the business of any such target and will rely upon its own reasonable efforts
in accomplishing our business purposes. The Company may employ outside
consultants or advisors to assist in the search for qualified target companies
in which case any outside consultants or advisors fees will need to be assumed
by the target business, as we have no cash assets with which to pay such
obligation.
In analyzing prospective business opportunities, management may consider factors
such as:
a. financial strength and quality of managerial resources;
b. history of operations, if any;
c. the available empirical and technical data;
d. the availability of audited financial statements;
e. the nature of its present business and future prospects;
f. specific risk factors associated with the proposed activities;
g. the potential for profit, growth or expansion;
h. the perceived public recognition or acceptance of products, services, or
trades;
i. public identity; and other relevant factors.
Our Management does not have the capacity to conduct exhaustive due diligence of
a target business as might be undertaken by a venture capital fund or similar
institution. As a result, management may elect to merge with a target business
which has one or more undiscovered shortcomings and may, if given the choice to
select among target businesses, fail to enter into an agreement with the most
investment-worthy target business.
Following a business combination we may benefit from the services of others in
regard to accounting, legal services, underwritings and corporate public
relations. If requested by a target business, management may recommend one or
more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
A potential target business may have an agreement with a consultant or advisor,
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target business may be presented to us
only on the condition that the services of a consultant or advisor are continued
after a merger or acquisition. Such pre-existing agreements of target businesses
for the continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target business.
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. On the consummation of a transaction, our
present management and stockholders may no longer control the Company. In
addition, it is likely that our officers and directors will, as part of the
terms of the acquisition transaction, appoint one or more new officers and
directors.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon an exemption from registration under applicable federal
and state securities laws. In some circumstances however, as a negotiated
element of a transaction, we 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, of which there can be no
assurance, it will be undertaken by the surviving entity after we have entered
into an agreement for a business combination or have consummated a business
combination. Although there can be no assurance that a market for our common
stock will develop or be sustained, the issuance of additional securities and
their potential sale into any trading market may depress the market value of our
securities in the future.
17
While the terms of a business transaction to which we may be a party cannot be
predicted, it is expected that the parties to the business transaction will
desire to avoid the creation of a taxable event and thereby structure the
acquisition in a tax-free reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition negotiations with a target business,
management expects to give specific attention to the overall dilutive effect
such a transaction would have on existing shareholders in exchange for the
target business. Any merger or acquisition effected by us may have a dilutive
effect on the percentage of shares held by our stockholders at such time,
therefore, depending upon, among other things, the target business's assets and
liabilities, our stockholders will in all likelihood hold a lesser percentage
ownership interest in Empire.
No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target business.
As of the date of this report, management has not made any final decision
concerning or entered into any written agreements for a business combination.
When any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on form 8-K. Readers of this Annual Report are encouraged to refer to
our filings with the SEC to determine if we have subsequently filed a form 8-K.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes (but has not conducted any research to confirm) as previously described
in this report that there are numerous firms in various industries seeking the
perceived benefits of a publicly registered corporation. Such perceived benefits
may include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, increasing the opportunity to use securities
for acquisitions, and providing liquidity for our stockholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely
difficult and complex. We can provide no assurance that we will be able to
locate compatible business opportunities.
OPERATIONS REVIEW
We have no cash to satisfy our working capital needs for the next year,
therefore, over the subsequent twelve months we plan to seek new business
opportunities. We anticipate funding our working capital needs through the
issuance of common stock to independent contractors, the equity capital markets,
private advances and loans. Although the foregoing actions are expected to cover
our anticipated cash needs for working capital and capital expenditures for at
least the subsequent twelve months, no assurance can be given that we will be
able to raise sufficient funds to meet our cash requirements.
We are not currently conducting and do not anticipate conducting any research
and development activities in the foreseeable future. If we enter into a new
business opportunity, we may be required to hire additional employees,
independent contractors as well as purchase or lease additional equipment.
We anticipate continuing to rely on equity sales of common shares or the
issuance of convertible debt 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.
18
RELATED PARTY TRANSACTIONS
The amount due to related parties at December 31, 2009, is $129,948. The amounts
due to related parties are due on demand, bear no interest, have no fixed terms
of repayment and are not secured. Subsequent to the period covered by this
report, a related party demanded payment of amounts due to them, and as a result
the Company agreed to sell IMM Investments Inc. in exchange for the elimination
of debts due to related parties in addition to $75,000 of accruals due at
December 31, 2009.
COMPARISONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Overall Results of Operations
The historical financial information about the Company upon which to base an
evaluation of our performance has been interrupted by a number of failed
business ventures. Accordingly, comparisons with prior periods are generally
not meaningful. As described in Note 3(b) to the Consolidated Financial
Statements presentation of certain prior period amounts have been reclassified
to segregate assets disposed of subsequent to the balance sheet.
The Company is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the decision
and implementation of a new business plan.
Revenues
The Company has no revenues for the period covered by this report. We do not
expect to generate any revenue, unless we are able to merge with a revenue
producing business.
Expenses
General and administrative expenses representing the bulk of our net operating
results decreased approximately 73% from $129,544 in 2008 to $34,865 in 2009.
The decrease was a result of the reclassification of fees incurred to complete
and file our outstanding regulatory reports to discontinued operations.
During 2008, we issued 3,000,000 shares to eliminate $200,000 of recorded
expenses for the year ended December 31, 2008 while in 2009 we financed our
capital needs with advances from a related party. In the subsequent twelve
month period our operating costs are expected to remain the same as in 2009 due
to the limited scope of work and expenses are anticipated to be incurred for
continued legal proceedings and actively pursuing a new business venture.
Net Income/Loss
For the year ended December 31, 2009, we had a net loss from operations of
$177,365 or $0.01 net loss per share which was a decrease of $577,128 in net
loss from our net loss of $754,493 or $0.04 net loss per share for the year
ended December 31, 2008. During 2008 our losses included $129,554 in general and
administrative expenses as well an impairment loss on our investment in
Armistice of $624,939.
Assets and Liabilities
Assets
At December 31, 2009 we had no cash and our total assets were $211,570 compared
to no cash and total assets of $203,973 at December 31, 2008.
Liabilities
Our current liabilities at December 31, 2009 were $259,069 versus $102,622 in
2008. The increase is a result of advances from a related party for payment of
audit fees as described elsewhere in this report.
19
Liquidity and capital resources
The Company had no cash balance at December 31, 2009 or 2008. The notes to our
consolidated financial statements as of December 31, 2009, contain footnote
disclosure regarding our uncertain ability to continue as a going concern. We
have no revenues to cover our expenses, and we have an accumulated deficit of
$4,943,990. As of December 31, 2009, we had $259,069 in current liabilities,
when this is offset against our current assets we are left with a working
capital deficit of $259,069 and as such we cannot assure that we will succeed in
achieving a profitable level of operations sufficient to meet our ongoing cash
needs or in locating a viable business opportunity.
We have not generated revenues from operations, consequently, we have been
dependent upon cash advances from related or other parties and private investors
as well as the issuance of our common stock to fund our cash requirements.
Specifically, during 2008 we issued 3,000,000 shares of common stock for debt
due to a number of independent contractors on December 31, 2008. The contractors
submitted invoices for time and out of pocket expenses.
No trends have been identified which would materially increase or decrease our
results of operations or liquidity. We will need to raise significant additional
operating capital to finance our operations and to acquire sources of operating
revenues. Due to our poor financial condition, raising capital will be very
difficult and expensive. The Company will seek funds from possible strategic and
joint venture partners and financing to cover any short term operating deficits
and provide for long term working capital. No assurances can be given that the
Company will successfully engage strategic or joint venture partners or
otherwise obtain sufficient financing through the sale of equity.
Below is a discussion of our sources and uses of funds for the year ended
December 31, 2009.
CASH FLOWS
Net Cash Used In Operating Activities
Our net cash used in operating activities decreased to $29,965 during the year
ended December 31, 2009 versus $0 in 2008. The decrease was primarily due to a
decrease in accounts payable resulting from reclassification of assets to
discontinued operations.
Net Cash Used In Investing Activities
There were no investing activities in 2009 or 2008.
Net Cash Provided By Financing Activities
Our financing activities in 2009 were limited to an advance from a related party
of $1,448 versus $0 during the year ended December 31, 2008.
OFF BALANCE-SHEET ARRANGEMENTS
We have no off-balance sheet arrangements and no non-consolidated,
special-purpose entities.
20
INCOME TAXES
Note 7 of the financial statements included in this report sets out our deferred
tax assets as of December 31, 2009 and 2008. We have established a 100%
valuation allowance, as we believe it is more likely than not that the deferred
tax assets will not be realized.
We based the establishment of a 100% valuation allowance against our deferred
tax assets on our current operating results. If our operating results improve
significantly, we may have to record our deferred taxes in our consolidated
financial statements, which could have a material impact on our financial
results.
CONTINGENCIES AND COMMITMENTS
See Note 9 of Notes to Consolidated Financial Statements for a detailed
explanation of our contingencies. We had no long-term commitments at December
31, 2009.
CONTRACTUAL OBLIGATIONS
We had no contractual obligations at December 31, 2009.
INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY
We have funded our operations primarily through cash injections from related and
other parties.
IMPACT OF INFLATION
We do not believe that general price inflation will have a material effect on
the Company's business in the near future.
FOREIGN EXCHANGE
Other than for revenues from dividends if earned from assets owned by IMM in
Canada, all other transactions involving the Company are generally denominated
in U.S. dollars. For additional details see also Note 3(j) of Notes to
Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 3(n) "Recently Accounting Pronouncements" of Notes to Consolidated
Financial Statements.
EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
See Note 10 "Subsequent Events" of Notes to Consolidated Financial Statements.
Item 7A. 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.
21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 and 2008
CONTENTS
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations and Comprehensive Loss F-4
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7 - F-16
- F1 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Empire Global Corp
Toronto, Ontario, Canada
We have audited the accompanying consolidated balance sheets of Empire Global
Corp., ("the Company"), and subsidiary as of December 31, 2009 and 2008 and the
related statements of operations and comprehensive loss, changes in
stockholder's equity (deficiency), and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2009 and 2008 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has incurred significant losses from operations since its inception and
has incurred a net loss, which substantially exceeds its working capital and has
not yet established any source of revenues. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Bernstein & Pinchuk LLP
New York, NY
April 2, 2010
- F2 -
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Balance Sheets
December 31,
2009 2008
------------ ------------
US$ US$
ASSETS
Current Assets
Pre-paid and other assets - 20,000
------------ ------------
Total Current Assets - 20,000
Property and equipment, net 3,664 4,581
Assets held for sale 207,906 179,391
------------ ------------
211,570 203,973
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable and accrued liabilities 57,621 25,122
Advances from related parties 1,448 -
Liabilities held for sale 200,000 77,500
------------ ------------
Total Current Liabilities 259,069 102,622
Commitments and Contingencies - -
Stockholders' Equity (Deficiency)
Preferred Stock, $0.0001 par value, 20,000,000
shares authorized, none issued and outstanding - -
Capital Stock, $0.0001 par value, 80,000,000
shares authorized, shares issued and outstanding
18,675,800 for both years 1,868 1,868
Additional - paid in capital 4,902,455 4,902,455
Accumulated other comprehensive income (7,832) (36,347)
Deficit (4,943,990) (4,766,625)
------------ ------------
Total Stockholders' Equity (Deficiency) (47,499) 101,351
------------ ------------
211,570 203,973
============ ============
See notes to consolidated financial statements
- F3 -
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Statements of Operations and Comprehensive Loss
Years ended December 31,
2009 2008
------------ ------------
US$ US$
Revenue - -
General and administrative expenses 34,865 129,554
------------ ------------
Loss from continuing operations (34,865) (129,554)
General and Administrative expenses of
discontinued operations 142,500 -
Impairment of investment in Armistice Resources
Corp. - discontinued operations - 624,939
------------ ------------
Loss on discontinued operations (142,500) (624,939)
------------ ------------
Loss before income taxes (177,365) (754,493)
Income tax expense - -
------------ ------------
Net Loss (177,365) (754,493)
Other comprehensive income(loss)
Foreign currency translation adjustment 28,515 (183,987)
------------ ------------
Comprehensive Loss (148,850) (938,480)
============ ============
Basic and fully diluted loss per share - continuing
operations (0.002) (0.007)
============ ============
Basic and fully diluted loss per share - discontinued
operations (0.008) (0.035)
============ ============
Basic and fully diluted loss per common share (0.009) (0.043)
============ ============
Basic and fully diluted weighted average number of
shares outstanding 18,675,800 17,643,011
============ ============
See notes to consolidated financial statements
- F4 -
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
Accumulated
Common Additional Other Total
Stock Paid-In Comprehensive Accumulated Stockholders'
Shares Par Value Capital Income Deficit Equity
-------------------------------------------------------------------------------------
US$ US$ US$ US$ US$ US$
Balance at January 1, 2008 15,675,800 1,568 4,700,696 147,640 (4,012,132) 837,772
Foreign currency
translation adjustment - - (183,987) - (183,987)
Shares issued for debt 3,000,000 300 199,700 - - 200,000
In-kind contribution - 2,059 - - 2,059
Net loss - - - (754,493) (754,493)
-------------------------------------------------------------------------------------
Balance
December 31, 2008 18,675,800 1,868 4,902,455 (36,347) (4,766,625) 101,351
Foreign currency
translation adjustment - - 28,515 - 28,515
Net loss - - - (177,365) (177,365)
-------------------------------------------------------------------------------------
Balance
December 31, 2009 18,675,800 1,868 4,902,455 (7,832) (4,943,990) (47,499)
=====================================================================================
See notes to consolidated financial statements
- F5 -
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Consolidated Statements of Cash Flows
Years ended December 31,
2009 2008
------------ ------------
US$ US$
Cash Flows from Operating Activities
Net loss from continuing operations (34,865) (129,554)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 917 1,149
In-kind contribution - 2,059
Impairment loss - 624,939
Loss on discontinued operations (142,500) (424,940)
Changes in operating assets and liabilities
- continuing operations
Accounts payable and accrued liabilities 32,500 (76,000)
Prepaid and sundry assets 20,000 (17,653)
------------ ------------
Changes in operating assets and liabilities
- discontinued operations
Assets held for sale (28,515) -
Liabilities held for sale 122,500 20,000
------------ ------------
Net cash used in operating activities (29,963) -
------------ ------------
Cash Flows from Financing Activities
Advances from related parties 1,448 -
------------ ------------
Net cash provided by financing activities 1,448 -
------------ ------------
Effect of foreign exchange fluctuation in cash 28,515 -
Net increase(decrease) in cash and cash equivalents - -
Cash and cash equivalents - beginning of year - -
------------ ------------
Cash and cash equivalents - end of year - -
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest - -
============ ============
Income taxes - -
============ ============
Supplemental items not affecting cash:
Common Stock issued for debt - 200,000
------------ ------------
See notes to consolidated financial statements
- F6 -
EMPIRE GLOBAL CORP.
(FORMERLY TRADESTREAM GLOBAL CORP.)
Notes to Consolidated Financial Statements
1. 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. In 2005, the Company
changed its name to Vianet Technologies Group Ltd. and subsequently to
Tradestream Global Corp. 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 Toronto, Canada.
In June 2004, the Company acquired IMM Investments Inc. an Ontario Corporation
in exchange for 210,000 (21 million pre-reverse stock splits) shares of the
Company paid to the former shareholder of IMM thereby making IMM a wholly owned
subsidiary. Subsequent to the period covered by this report, the Company
disposed of IMM and as a result the Company no longer has an interest in
Armistice Resources Corp. and is actively seeking new business opportunities.
2. Going Concern
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America 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 has incurred losses amounting to $4,943,990 since inception. We have
no cash and we anticipate cash outflows of $311,122 during the year ended
December 31, 2009. 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 the Company 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 consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
- F7 -
3. Summary of Significant Accounting Policies
a) Basis of Financial Statement Presentation
These consolidated financial statements include the accounts of the Company, IMM
Investments Inc. a wholly owned subsidiary, and Montebello Developments Corp.,
an inactive wholly owned subsidiary.
The weighted average and loss per share have been reclassified for each period
to reflect cancellation of the shares issued to shareholders of the subsidiary
at acquisition.
b) Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and cash deposited with
financial institutions, including money market accounts, and commercial paper
purchased with an original maturity of three months or less.
c) Use of Estimates
In preparing the Company's financial statements, 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.
d) Equipment and Depreciation
Equipment is stated at cost less accumulated depreciation. Depreciation, based
on the estimated useful lives of the assets, is provided annually as follows:
Equipment 20% Declining Balance
e) Organization Costs
Organization costs are recorded at cost and is not amortized as its life is
deemed to be indefinite. The cost is tested annually for impairment in
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets". The
impairment test consists of comparing the fair value of the incorporation cost
with its carrying amount. If the carrying amount exceeds the fair value, an
impairment loss is recognized in an amount equal to the excess. As of December
31, 2009 and 2008, no impairment losses related to these items have been
identified.
f) Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for
Income Taxes". Deferred tax assets and liabilities are recorded for differences
between the financial statement and tax basis of the assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted tax
laws and rates. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
recorded for the amount of income tax payable or refundable for the period
increased or decreased by the change in deferred tax assets and liabilities
during the period.
- F8 -
g) Impairment of Long Lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long Lived Assets", long lived assets to be held and used are analyzed for
impairment whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company evaluates at each balance
sheet date whether events and circumstances have occurred that indicate possible
impairment. If there are indications of impairment, the Company uses future
undiscounted cash flows of the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. In the event
such cash flows are not expected to be sufficient to recover the recorded asset
values, the assets are written down to their estimated fair value. Long lived
assets to be disposed of are reported at the lower of carrying amount or fair
value of asset less cost to sell.
h) Fair Value of Financial Instruments
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.
i) Stock Based Payments
The Company accounts for Stock Based Payments in accordance with the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 123(R), Share Based Payment (SFAS 123(R)), which requires
recording expense for stock compensation based on a fair value based method.
The Company has no outstanding options or warrants at December 31, 2009.
j) Foreign Currency Translation
The Company accounts for foreign currency translation pursuant to SFAS No. 52,
"Foreign Currency Translation". The functional and reporting currency of the
Company is the U.S. dollar ("US$"), while the functional and reporting currency
for IMM Investments Inc., a wholly-owned Canadian subsidiary, which was disposed
of after December 31, 2009, is the Canadian dollar. Although IMM had no
operations, it owns shares of Armistice Resources Corp. a Canadian mining
company. The purchase price and shares of Armistice are valued in Canadian
dollars. Accordingly, the Company is exposed to foreign currency translation
gains or losses as the relationship between the Canadian dollar and United
States dollar fluctuates. Increases in the value of the Canadian dollar against
the U.S. dollar will result in foreign exchange transaction gains and decreases
in the value of the Canadian dollar will result in foreign exchange transaction
losses. The items which are subject to translation adjustments were the
investment in Armistice Resources Corp. and organization cost.
Assets and liabilities are translated into United States dollars using the
current exchange rate, while revenues and expenses are translated using the
average exchange rates prevailing throughout the year. Translation adjustments
are included in other comprehensive income for the period.
All remaining expenses where incurred in US Dollars.
- F9 -
k) Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive Income.", SFAS
No. 130 establishes standards for reporting and presentation of comprehensive
income and its components in a full set of financial statements. Comprehensive
income is presented in the statements of operations, and consists of net income
and unrealized gains (losses) on available for sale marketable securities;
foreign currency translation adjustments and changes in market value of future
contracts that qualify as a hedge; and negative equity adjustments recognized in
accordance with SFAS 87. SFAS No. 130 requires only additional disclosures in
the financial statements and does not affect the Company's results of
operations.
l) Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. As of
December 31, 2009 and 2008, the Company had no dilutive common stock
equivalents, such as stock options or warrants.
m) Concentration of Credit Risk
SFAS No. 105, "Disclosure of Information About Financial Instruments with Off
Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk",
requires disclosure of any significant off balance sheet risk and credit risk
concentration. The Company believes it does not have significant off balance
sheet risk or credit concentration.
n) Recent Accounting Pronouncements
In June 2009, the FASB issued Accounting Standards Update No. 2009-01,
"Generally Accepted Accounting Principles" (ASC Topic 105) which established the
FASB Accounting Standards Codification ("the Codification" or "ASC") as the
official single source of authoritative U.S. generally accepted accounting
principles ("GAAP"). All existing accounting standards are superseded. All other
accounting guidance not included in the Codification will be considered
non-authoritative. The Codification also includes all relevant Securities and
Exchange Commission ("SEC") guidance organized using the same topical structure
in separate sections within the Codification.
Following the Codification, the Board will not issue new standards in the form
of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.
Instead, it will issue Accounting Standards Updates ("ASU") which will serve to
update the Codification, provide background information about guidance and
provide the basis for conclusions to the Codification.
The Codification, which became effective July 1, 2009, changes the referencing
and organization of accounting guidance and is effective for interim and annual
periods ending after September 15, 2009. The Company adopted the Codification on
July 1, 2009 which provides for changes in references to technical accounting
literature (if used) in the Quarterly Report on form 10-Q and subsequent
reports, but did not have a material impact on the Company's financial position,
results of operations, or cash flows.
- F10 -
n) Recent Accounting Pronouncements (cont'd)
Financial Accounting Standards Board ("FASB") Accounting Standard Codification
("ASC") 820, Fair Value Measurements and Disclosures ("ASC 820" and formerly
referred to as FAS-157), establishes a framework for measuring fair value in
GAAP, clarifies the definition of fair value within that framework, and expands
disclosures about the use of fair value measurements. ASC 820 is effective for
fiscal years beginning after November 15, 2007. ASC 820-10-65, Transition and
Open Effective Date Information, deferred the effective date of ASC 820, for
non-financial assets and liabilities that are not on a recurring basis
recognized or disclosed at fair value in the financial statements, to fiscal
years, and interim periods, beginning after November 15, 2008. The Company has
adopted the guidance within ASC 820 for non-financial assets and liabilities
measured at fair value on a nonrecurring basis at January 1, 2009 and will
continue to apply its provisions prospectively from January 1, 2009. The
application of ASC 820 for non-financial assets and liabilities did not have a
significant impact on earnings nor the financial position for the periods
presented.
FASB ASC 805, Business Combinations ("ASC 805" and formerly referred to as
FAS-141(R)) requires the acquisition method to be applied to all transactions
and other events in which an entity obtains control over one or more other
businesses, requires the acquirer to recognize the fair value of all assets and
liabilities acquired, even if less than one hundred percent ownership is
acquired, and establishes the acquisition date fair value as measurement date
for all assets and liabilities assumed. The guidance within ASC 805 is effective
prospectively for any acquisitions made after fiscal years beginning after
December 15, 2008.
FASB ASC 810, Consolidation ("ASC 810"), ASC 810-10-65, Transition and Open
Effective Date Information ("ASC 810-10-65" and formerly referred to as FAS-160)
establishes accounting and reporting standards for the non-controlling interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated financial statements. ASC 810-10-65 is effective for fiscal years
beginning after December 15, 2008. The application of ASC 810-10-65 did not have
a significant impact on earnings nor the financial position.
FASB ASC 815, Derivatives and Hedging ("ASC 815"), ASC 815-10-65, Transition and
Open Effective Date Information ("ASC 815-10-65" and formerly referred to as
FAS-161) includes a requirement for enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting. ASC 815 is effective prospectively for fiscal years
beginning after November 15, 2008. The application of ASC 815 expanded the
required disclosures in regards to the Company's derivative and hedging
activities.
FASB ASC 350, Intangibles - Goodwill and Other, ASC 350-30-65, Transition and
Open Effective Date Information ("ASC 350-30-65" and formerly referred to as
FSP FAS 142-3) amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible. ASC 350-30-65 is effective for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. The
guidance in this ASC 350-30-65 for determining the useful life of a recognized
intangible shall be applied prospectively to intangible assets acquired after
the effective date. The disclosure requirements of ASC 350-30-65, however, shall
be applied prospectively to all intangible assets recognized in the Company's
financial statements as of the effective date. The application of ASC 350-30-65
is not expected to have a material impact on earnings nor the financial
position.
- F11 -
n) Recent Accounting Pronouncements (cont'd)
FASB ASC 715, Compensation - Retirement Benefits, ASC 715-20-65, Transition and
Open Effective Date Information ("ASC 715-20-65" and formerly referred to as
FSP FAS-132(R)-1) provides guidance on an employer's disclosures about plan
assets of a defined benefit pension or other postretirement plans. ASC 715-20-65
is effective prospectively for fiscal years ending after December 15, 2009. The
application of ASC 715-20-65 will expand the Company's disclosures regarding
pension plan assets.
FASB ASC 825 Financial Instruments, ASC 825-10-65, Transition and Open Effective
Date Information ("ASC 825-10-65" and formerly referred to as FSP FAS 107-1 and
APB 28-1) requires disclosures about fair value of financial instruments for
interim reporting periods as well as in annual financial statements. This
guidance also requires those disclosures in summarized financial information at
interim reporting periods. ASC 825-10-65 is effective prospectively for interim
reporting periods ending after June 15, 2009. The application of ASC 825-10-65
expanded the Company's disclosures regarding the use of fair value in interim
periods.
FASB ASC 855, Subsequent Events ("ASC 855" and formerly referred to as FAS-165),
modified the subsequent event guidance. The three modifications to the
subsequent events guidance are: 1) To name the two types of subsequent events
either as recognized or non-recognized subsequent events, 2) To modify the
definition of subsequent events to refer to events or transactions that occur
after the balance sheet date, but before the financial statement is issued or
available to be issued and 3) To require entities to disclose the date through
which an entity has evaluated subsequent events and the basis for that date,
i.e. whether that date represents the date the financial statements were issued
or were available to be issued. This guidance is effective for interim or annual
financial periods ending after June 15, 2009, and has been applied
prospectively.
o) Reclassification
The organizational costs of our wholly owned subsidiary and our investment in
Armistice Resources Corp. have been reclassified for each period as Assets Held
for Sale.
4. Assets Held For Sale and Impairment of Investment in Armistice Resources
Corp.
Assets Held For Sale at December 31, 2009 and 2008 consists of the following:
2009 2008
---------- ----------
Investment in Armistice Resources Corp.,
net of impairment $ 206,277 $ 177,985
Organization Cost 1,629 1,406
---------- ----------
$ 207,906 $ 179,391
========== ==========
Through December 31, 2009, our investment in Armistice was recorded at cost net
of impairment and included in long term assets, with unrealized gains and losses
recognized as accumulated other comprehensive income (loss). On December 31,
2009, IMM Investments Inc. an Ontario Corporation owned 5,000,000 shares of
Armistice Resources Corp. which had a quoted market value of $0.22 Canadian per
share.
- F12 -
4. Assets Held For Sale and Impairment of Investment in Armistice Resources
Corp. (Continued)
The shares of that Armistice Resources Corp. are currently in escrow. The terms
of escrow contain an undertaking with respect to respondents named in
allegations of the Ontario Securities Commission (Commission) action described
in Note 9 (2) found elsewhere in this report as follows: that (a) none of the
respondents will be appointed an officer or director of Armistice (Corporation);
(b) until the Commission's investigations relating to the allegations against
the Respondents is complete IMM will not nominate any individual to the board of
directors without the consent of the TSX; (c) IMM will execute an amendment to
an escrow agreement providing that its securities being held in escrow cannot be
voted without the consent of the TSX (which amendment was executed by IMM on
June 5, 2006); (d) none of the respondents will participate in future financings
of the Corporation until the Commission has completed its investigation; and
(e) until the Commission's investigation is complete, if any derogatory
information is found on any officer or director of the Corporation, the TSX may
require the resignation of any of these individuals if deemed unacceptable to
the TSX.
As explained below due to risks inherent with the terms of the aforementioned
escrow the Company considered that its ability to realize these assets had been
impaired.
The Company tested its investment in Armistice for recoverability
(FASB ASC 360-10-35-21, formerly SFAS 144, par. 8) if events or changes in,
circumstances, such as the following, indicate that its carrying amount may not
be fully recoverable:
a. Significant decrease in the asset's market price
b. Significant adverse change in the asset's use or in its physical condition
c. Significant adverse changes in legal factors or business climate, including
an adverse action or assessment by a regulator
d. Costs to acquire or construct an asset that significantly exceed original
expectations
e. Current-period operations or cash flow loss combined with a history of
operations or cash flow losses or a projection or forecast showing
continuing losses associated with an asset
f. A current expectation that it is more likely than not (greater than 50
percent likelihood) that a long-lived asset will be sold or disposed of
significantly before the end of its previously estimated useful life.
On July 9, 2004, the Company acquired IMM Investment Inc. an Ontario Corporation
that owns 5,000,000 shares of Armistice Resources Corp. The carrying amount of
IMM was originally based on the purchase price of $630,000 paid in stock of the
Company in exchange for the net assets of IMM of $1,479,173 which included the
fair value of the investment in Armistice and organization costs less
liabilities resulting in negative goodwill of $849,173. The purchase price of
the shares of Armistice was $0.40 Canadian per share.
During the fourth quarter of 2008, we determined that due to the terms of the
escrow agreement and the estimated legal costs to recover the shares of
Armistice as well as selling costs, it was more likely than not that the assets
of IMM would be disposed of significantly before its previously estimated useful
life. As a result, at December 31, 2008 the Company performed an impairment test
and determined that an impairment of the value of our investment in Armistice
was reasonable as follows:
- F13 -
4. Assets Held For Sale and Impairment of Investment in Armistice Resources
Corp. (Continued)
Fair value of Armistice determined at the quoted market price of Armistice in
Canadian dollars on the Toronto Stock Exchange:
Market value of Armistice at purchase
(5,00,000 shares at CDN $0.40/sh): $ 1,486,989
Market value of Armistice on December 31, 2008
(5,000,000 shares at CDN $0.06/sh): $ 203,050
Decrease in fair value of Armistice since purchase: ($ 1,283,495)
Years ended December 31, Valuation decrease
2008 2007 Other Comprehensive
Income
----------- ----------- -----------
Investment in Armistice at cost $802,924 $986,589 $183,665
--------- --------- ---------
Decrease in value of Armistice at cost $183,665
---------
Impairment of Armistice $624,939
---------
Investment in Armistice net
of impairment $179,391
=========
Other comprehensive loss for the year ended December 31, 2008 also included $322
from other sources. (See Note 10)
5. Equipment
Equipment at December 31, 2009 and 2008 consists of the following:
2009 2008
---------- ----------
Telephone system $ 11,192 $ 11,192
Less accumulated depreciation 7,528 6,611
---------- ----------
$ 3,664 $ 4,581
========== ==========
6. Advances from Related Party
Advances due from related parties are non-interest bearing and are due on
demand. Advances from related parties as of December 31, 2009 and 2008 are as
follows:
2009 2008
---------- ----------
Prosper Consulting $ 40,000 $ 40,000
Gold Street Capital 17,500 17,500
Braydon Capital Corp. 71,500 20,000
---------- ----------
Advances from related parties (Liabilities held for sale): $ 128,500 $ 77,500
========== ==========
Braydon Capital Corp. 1,448 -
---------- ----------
Total advances from related parties: $ 1,448 $ -
========== ==========
As a result of the sale of IMM Investments Inc. subsequent to December 31, 2009,
$128,500 of Advances from Related Parties was eliminated and $1,448 forgiven.
(See Note 10)
- F14 -
7. Income Taxes
Under SFAS No. 109 income taxes are recognized for the following: a) amount of
tax payable for the current year, and b) deferred tax liabilities and assets for
future tax consequences of events that have been recognized differently in the
financial statements than for tax purposes.
For 2009 the deferred tax of approximately $62,000 compared to $51,000 for 2008,
(35% of net loss from operations excluding impairment loss) was offset by a
valuation allowance of $62,000 and $51,000 resulting in a net income tax of zero
for 2009 and 2008 respectively.
The Company has tax losses available to be applied against future years income
taxable in the United States of America. Due to the losses incurred in the
current year and expected future operating results, management determined that
it is more likely than not that the deferred tax asset resulting from the tax
losses available for carryforward will not be realized through the reduction of
future income tax payments. Accordingly a 100% valuation allowance has been
recorded for deferred income tax assets as follows:
At December 31, 2009 the Company had deferred tax assets of approximately
$177,000 and $130,000 for 2008 due to net operating loss carryforwards available
to reduce future Federal income taxes earned in the United States. A 100%
valuation allowance of approximately $50,400 and $37,000 for 2009 and 2008
respectively has been established since management believes it is
more likely than not that the deferred tax assets will not be realized.
The Company has accumulated a net operating loss carryforward of approximately
$4,943,990 at of December 31, 2009. This loss carry forward may be offset
against future taxable income through the year 2029. 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 net operating loss carryforwards. In the
event of certain changes in control, there will be an annual limitation on the
amount of net operating loss carryforwards that can be used. No tax benefit has
been reported in the financial statements for the year ended December 31, 2009
because it has been fully offset by a valuation reserve. The use of future tax
benefit is undeterminable because we presently has no operations.
NOL's 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 net operating losses expire. Utilization of net operating losses
may also be limited in any one year by alternative minimum tax rules.
8. Share based payments and Shareholder Equity
On May 5, 2008 at a meeting of the Board of directors, the board resolved to
issue 2,500,000 restricted shares of common stock for a value of $175,000 with
an effective date of December 31, 2007 to independent contractors in exchange
for cancellation of debt owed respectively to each contractor for services
rendered to the Company for the period ended December 31, 2007.
Also, on the same day the board resolved to issue 3,000,000 restricted shares of
common stock to pay independant contractors for administrative services and work
performed in preparing our financial reports, therefore, the 3,000,000 shares
with a value of $200,000 were used to pay independent contractors in exchange
for cancellation of debt owed respectively to each contractor for services
rendered to the Company for the period ended December 31, 2008.
During 2008, our director of operations provided in-kind contributions of $2,059
to pay for the following:
Transfer agent fees $ 2,059
=======
- F15 -
9. Commitments and Contingencies
The Company is subject to claims arising in the ordinary course of business. The
Company and Management believe that, after consultation with counsel, the
allegations against the Company included in the claims described below are
subject to substantial legal defences, and the Company is vigorously defending
each of the allegations. At this time, it is not possible to estimate the
ultimate loss or gain, if any, related to these claims, nor if any such loss
will have a material adverse effect on the Company's results of operations or
financial position.
1 On November 1, 2005, the Company was served with a Statement of Claim filed
in the Ontario Superior Court of Justice by Advanced Refractive Technologies
Inc. ("Advanced") claiming $6,000,000 in aggregate damages plus unspecified
amounts against 16 co-respondents including the Company for unknown loses
claimed by Advanced in its dealings with an unknown and unrelated entity or
person (the "unrelated entity"). Advanced alleges that this unrelated entity,
in a private transaction with Advanced, may have promised to exchange shares
of the Company that the unrelated entity had claimed to have owned. The
Company has never been a party to any dealings with Advanced and prior to
receiving notice from Advanced had never heard of Advanced. The Company
denies any wrongdoing and is vigorously defending this claim. Because of the
uncertainties inherent in litigation, the company cannot predict whether the
outcome which remains unresolved will have a material adverse affect. The
Company is unrepresented by legal counsel in this matter.
2. On December 10, 2004, the Ontario Securities Commission ("OSC") served upon
the former President and C.E.O. of the Company (the "former executive"), and
companies controlled by the former executive, as well as a shareholder of the
Company related to the father of our former Chairman Kalson Jang and an
unrelated party collectively the "respondents" an order to cease trading in
shares of the Company formerly known as Pender International, Inc.
("Pender"). The allegations stated among other things that Armistice was a
worthless, flooded mine and that there was no basis for the increase in the
share price of the Company. On September 26, 2006 the Royal Canadian Mounted
Police ("RCMP") charged our former executive. Our former executive has denied
the allegations and has consented to a committal to trial as described in
Legal Matters found elsewhere in this report. Our former executive and the
Company have been complying with orders imposed by the OSC and cooperating
with informal inquiries made by the United States Securities and Exchange
Commission ("SEC").
The date for trial had been set down to begin on September 8, 2009, however
was adjourned until October 2010. Pre-trial motions proceeded in the Ontario
Superior Court of Justice in Toronto during the month of November, 2009 and
continued in January, 2010.
10. Subsequent Events
The Company has evaluated subsequent events through the date of this Annual
Report on Form 10-K for the year ended December 31, 2009, and has disclosed such
items in this note as follows.
On January 4, 2010 the Company entered into an Agreement of Purchase and Sale
with Braydon Capital Corp. to dispose of IMM Investments Inc. ("IMM") our wholly
owned subsidiary in exchange for elimination of debt in the amount of $200,000.
As a result of the sale, we disposed of advances from related parties in the
amount of $128,500 as well as $71,500 in accounts payable. In addition, Braydon
agreed to forgive $1,448 in fees paid to our Transfer Agent which were also
recorded as advances from a related party. The details of the sale of IMM are as
follows:
Assets held for Sale
Investment in Armistice $ 206,277
Organization Costs 1,629
----------
Total Value of Assets held for Sale 207,906
----------
Liabilities held for Sale
Accounts payable 71,500
Advances 128,500
----------
200,000
----------
Net loss on sale of assets ($ 7,906)
===========
- F16 -
Item 9. Changes in and disagreements with accountants on accounting and
financial disclosure
The Company engaged the firm of Bernstein and Pinchuk, LLP (the "New Auditor")
as its principal independent auditor effective December 10, 2008, to act as its
independent auditor for the fiscal years ending December 31, 2006, 2007 and
2008. During the two most recent fiscal years and the interim period preceding
the appointment of the New Auditor, the Company had not consulted the New
Auditor regarding either (i) the application of the accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report nor advice was provided to the Company that the New
Auditor concluded was an important factor considered by the Company in reaching
a decision as to the accounting of financial reporting issue; or (ii) any matter
that was either the subject of a disagreement or a reportable event (as defined
in Regulation S-B, Item 304(a)(1)(iv)). There were no disputes regarding any
accounting or auditing matters with the predecessor accountants.
Item 9a. Controls and procedures
Annual Evaluation of Controls
As of the end of the period covered by this annual report on form 10-K, the
Company carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures ("Disclosure Controls" as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 ("Exchange Act")). This evaluation ("Evaluation") was performed by Vic
Dominelli, our Chairman of the Board and Acting Principal Executive Officer and
Principal Financial Officer in consultation with our Director of Operations and
our independent accountant. In this section, we present the conclusions of our
Chairman based on and as of the date of the Evaluation, with respect to the
effectiveness of our Disclosure Controls.
CEO Certifications
Attached as Exhibits to this annual report, are certain certifications of the
CEO and CFO, which are required in accordance with the Exchange Act and the
Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
Certifications"). This section of the annual report contains the information
concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
Certifications. This information should be read in conjunction with the
Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
topic presented.
Disclosure Controls
Disclosure Controls are procedures designed with the objective of ensuring that
information required to be disclosed in our reports filed with the Commission
under the Exchange Act, such as this annual report, is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms. Disclosure Controls are also designed with the objective of
ensuring that material information relating to the Company is made known to the
CEO by others, particularly during the period in which the applicable report is
being prepared.
38
Scope of the Evaluation
The CEO's evaluation of our Disclosure Controls included a review of the
controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect
of the controls on the information generated for use in this annual report. In
the course of the Evaluation, the CEO sought to identify data errors, control
problems, acts of fraud, and sought to confirm that appropriate corrective
action, including process improvements, was being undertaken. This type of
evaluation is done on a quarterly basis so that the conclusions concerning the
effectiveness of our controls can be reported in our quarterly reports on form
10-Q and annual reports on form 10-K. The overall goals of these various
evaluation activities are to monitor our Disclosure Controls, and to make
modifications if and as necessary. Our intent in this regard is that the
Disclosure Controls will be maintained such that changes are implemented
(including improvements and corrections) as conditions warrant.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as required by Sarbanes-Oxley (SOX) Section
404 A. Empire's internal control over financial reporting is a process designed
under the supervision of Empire's officers to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Empire's
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that:
- - pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of Empire's assets;
- - provide reasonable assurance that transactions are recorded as necessary to
permit preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being
made only in accordance with authorizations of management and the Board of
Directors; and
- - provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of Empire's assets that could
have a material effect on the financial statements.
Management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2009, based on
criteria established in Internal Control over Financial Reporting - Guidance for
Smaller Public Companies issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO").
A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis. In
connection with management's assessment of our internal control over financial
reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we
identified the following material weaknesses in our internal control over
financial reporting as of December 31, 2009:
1. The Company has not established adequate financial reporting monitoring
activities to mitigate the risk of management override, specifically
because there are no employees and only one officer and one director with
management functions and therefore there is lack of segregation of duties.
However, although our controls are not effective, these significant
weaknesses did not result in any material misstatements in our financial
statements.
2. In addition, there is insufficient oversight of accounting principles
implementation and insufficient oversight of external audit functions.
3. There is a strong reliance on the external attorneys to review and edit
the annual and quarterly filings and to ensure compliance with SEC
disclosure requirements.
39
Limitations on the Effectiveness of Disclosure Controls
Our management does not expect that our Disclosure Controls will prevent all
error and all fraud. A control system, no matter how well developed and
operated, can provide only reasonable, but not absolute assurance that the
objectives of the control system are met. Further, the design of the control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances so of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
Conclusions
Based upon the Evaluation, our Chairman and Principal officer has concluded that
as a result of material weaknesses described above our disclosure controls and
procedures are not effective as of December 31, 2009, based on Internal Control
over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.
Remediation of Material Weaknesses in Internal Control over Financial Reporting
We are a small business, with no viable business or revenues, the Company does
not have the resources to employ a dedicated staff with extensive expertise in
all facets of SEC disclosure and GAAP compliance. As is the case with many small
businesses, the Company will continue to work with its external attorneys as it
relates to new accounting principles and changes to SEC disclosure requirements.
The Company has found that this approach worked well in the past and believes it
to be the most cost effective solution available for the foreseeable future.
The Company will conduct a review of existing sign-off and review procedures as
well as document control protocols for critical accounting spreadsheets. The
Company will also increase management's review of key financial documents and
records.
As a small business, the Company does not have the resources to fund sufficient
staff to ensure a complete segregation of responsibilities within the accounting
function. However, Company management does review, and will increase the review
of, financial statements on a monthly basis. These actions, in addition to the
improvements identified above, will minimize any risk of a potential material
misstatement occurring.
Empire's independent auditors have not issued an attestation report on
management's assessment of Empire's internal control over financial reporting.
As a result, this annual report does not include an attestation report of
Empire's independent registered public accounting firm regarding internal
control over financial reporting. Empire was not required to have, nor has
Empire, engaged its independent registered public accounting firm to perform an
audit of internal control over financial reporting pursuant to the rules of the
Securities and Exchange Commission that permit Empire to provide only
management's report in this annual report.
Changes in internal control over financial reporting
There has been no change in our Internal Controls that occurred during our most
recent fiscal period that has materially affected, or is reasonably likely to
affect, our Internal Controls.
40
Item 9b. Other information
During the fourth quarter of the year covered by this form 10-K, the Company
reported all information that was required to be disclosed in a report on form
8-K.
PART III
Item 10. Directors and executive officers, promoters and control persons
On December 31, 2009, Empire had three directors and two executive officers, all
of which do not have any other directorships with any other reporting company.
All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified or have
resigned. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office.
On August 24, 2009 Ken Chu resigned as our Chief Executive Officer and director.
Our directors, executive officers and significant employees, their ages,
positions held, and duration as such, as of the date of this report is as
follows:
Name Age Position Date First Elected Term Expiry
Vic Dominelli 47 I/Chief Executive Officer, August 24, 2009 None
Chief Financial Officer, March 1, 2005 None
Chairman of the Board, May 5, 2008 None
Director January 6, 2005 None
Sam Merchant 41 Director May 5, 2008 None
Identity of Significant Employees
There are no employees or personnel that are expected to make a significant
contribution to the business.
Family Relationships
There are no family relationships among the current directors, executive
officers, or persons nominated or chosen by the Company to become directors or
executive officers.
41
Resumes
Vic Dominelli - Interim Chief Executive Officer, Chief Financial Officer,
Chairman of the Board, Director
2002 - Current Construction Supervisor
1985 - 2002 Senior Human Resources Manager Bombardier Aircraft Canada Inc.
Sam Merchant - Director
Mr. Merchant is the Founder and President of the Merchants Financial Group Ltd.
based in Atlanta, Georgia. In this capacity he assumes responsibility for
managing all operations. He originates and underwrites loans and handles
correspondent relationships with participating lenders, real estate investment
trusts, publicly traded Institutional Investment banking firms, equity
investors, developers and base clients from business, industry, and other
professions. In addition, Mr. Merchant develops international correspondence
relationships with National and International banks, mutual funds, investment
bankers, and other institutions to serve its local and international investors.
As a third generation banker, he has been working in banking and real estate
industry since the age of 15. His experience includes all aspects of servicing
the hospitality, multifamily, and retail industries with Franchise Financing as
his specialty.
The Merchants Financial Group, Ltd., established in 1986, is an originator,
underwriter, and consulting firm specializing in investment, merchant, and
mortgage banking for Real Estate, IT, Biotech and Nanotech. In addition, The
Merchants Financial Group, Ltd. specializes in corporate financial investments,
and management consulting directly related to commercial real estate and high
tech industry investments, joint ventures for hotels and motels, senior care
living, child care, energy related facilities and franchises, to include
anchored and unanchored shopping center and apartment industries. The Group
participates in underwriting United States government guaranteed loans, Wall
Street conduit loans, mezzanine loans, equity loans, and rural area business and
industry loan portfolios for its secondary market investors. The Group
co-underwrites rated and non-rated tax exempt debentures and bonds in the United
States and internationally. The Group also specializes in providing services for
real estate investments, mergers and acquisition and leverage buyout to provide
Debt and Equity Nationally and Internationally.
Mr. Merchant's work experience includes: Founder/President, The Merchants
Financial Group, Ltd. (1986-Present); Managing Member, Diversified Capital
Investments (2001-Present); Managing Member, Capital and Venture Resources, LLC
(2001-Present); Managing Member, Realty Capital Resources, LLC (2001-Present);
Member, Fulton Hospitality (1996-2000); Senior Credit Underwriter/Consultant,
The Anderson Thomas Financial Group, Ltd. (1986-89); Comptroller/Chief Financial
Officer, Unity Mortgage Corporation (1984-1986).
42
Involvement in Certain Legal Proceedings
1. No bankruptcy petition has been filed by or against any business of which any
director was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
2. No current director has been convicted in a criminal proceeding and with the
exception of the legal proceedings described elsewhere in this report is not
subject to a pending criminal proceeding (excluding traffic violations and
other minor offences).
3. No current director has been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities.
4. No director has been found by a court of competent jurisdiction (in a civil
action), the Securities Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
that has not been reversed, suspended, or vacated.
Compliance with Section 16(a) of the Exchange Act
Based solely on a review of forms 4 and 5 furnished to the Company and filed
with the Securities and Exchange Commission under Rule 16a-3(e) promulgated
under the Securities Exchange Act of 1934, with the exception of Ken Chu, who is
now required to file a form 5 (Annual Statement of Beneficial Ownership) the
Company believes that all directors, officers and beneficial owners of more than
10% of any class of equity securities filed on a timely basis the reports
required by Section 16(a) of the Exchange Act during the most recent fiscal
year.
Nomination Procedure for Directors
Empire has adopted a nominee committee charter however, does not have a standing
nominating committee; recommendations for candidates to stand for election as
directors are made by the board of directors.
Audit Committee Financial Expert
Empire has adopted an audit committee charter however has not appointed a
financial expert. During the period covered by this report our board of
directors determined that it does not have a member of its audit committee that
qualifies as an "audit committee financial expert" as defined in Item 401(e) of
Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act of 1934, as amended.
The Company believes the cost related to retaining a financial expert at this
time is prohibitive. We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that the Company has not generated any revenues to date.
Identification of Audit Committee
Our audit committee is comprised of Angela S. Chu, a Certified General
Accountant and David Ciavarella, a Chartered Accountant. The audit committee
reports to the Director of Operations and subsequently to the board of directors
when performing the required functions of the audit committee.
Pursuant to the audit committee charter, our audit committee is responsible for:
(1) selection and oversight of our independent accountant;
(2) establishing procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls and auditing matters;
(3) establishing procedures for the confidential, anonymous submission by
employees of concerns regarding accounting and auditing matters;
(4) engaging outside advisors; and,
(5) funding for the outside auditory and any outside advisors engagement by the
audit committee.
43
Code of Ethics
On February 21, 2006 the Company's board of directors formally adopted a Code of
Business Conduct and Ethics effective December 31, 2005 that applies to, among
other persons, members of our Board of Directors, our company's officers
including our Chief Executive Officer (being our principal executive officer)
and our Company's Chief Financial Officer (being our principal financial and
accounting officer), contractors, consultants and advisors. As adopted, our Code
of Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:
1. honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
2. full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submit to, the Securities and Exchange
Commission and in other public communications made by us;
3. compliance with applicable governmental laws, rules and regulations;
4. the prompt internal reporting of violations of the Code of Business Conduct
and Ethics to an appropriate person or persons identified in the Code of
Business Conduct and Ethics; and
5. accountability for adherence to the Code of Business Conduct and Ethics.
Our Code of Business Conduct and Ethics requires, among other things, that all
of the Company's personnel shall be accorded full access to our Executive
Officers with respect to any matter which may arise relating to the Code of
Business Conduct and Ethics. Further, all of the Company's personnel are to be
accorded full access to our Company's Board of Directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by the
Company officers.
In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within the Company, consistent with
generally accepted accounting principles, and federal, provincial and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to the Company's Executive Officers. If the incident
involves an alleged breach of the Code of Business Conduct and Ethics by the
Executive Officers, the incident must be reported to any member of our Board of
Directors. Any failure to report such inappropriate or irregular conduct of
others is to be treated as a severe disciplinary matter. It is against the
Company policy to retaliate against any individual who reports in good faith the
violation or potential violation of our Company's Code of Business Conduct and
Ethics by another.
The Company filed the Code of Business Conduct and Ethics on April 17, 2006 with
the Securities and Exchange Commission as an Exhibit to the annual report on
form 10-KSB for the year ended December 31, 2005 and a copy is attached herein
as an Exhibit to this annual report. The Company will provide a copy of the Code
of Business Conduct and Ethics to any person without charge, upon request.
Requests can be sent to: Empire Global Corp., Suite 2, 648 Finch Ave. East,
Toronto, Ontario, M2K 2E6 Attention: President and CEO.
44
Item 11. Executive compensation
The following table sets out compensation and awards paid to our officers and
directors during the period covered by this report and since inception.
SUMMARY COMPENSATION TABLE
- -
Restricted Securities
Name and Stock Underlying LTIP All Other Total
principal Salary Bonus Award(s) Options Payouts Compensation Compensation
position Year ($) ($) ($) ($) SARs (#) ($) ($)
- --------------------- ---- --------- ---------- ------------ ----------- ---------- ---------- ------------
Vic Dominelli,
I/CEO, CFO, Chairman 2009 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2006 0 0 0 0 0 0 0
2005 0 0 0 0 0 0 0
Ken Chu,
CEO, Director 2008 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2006 0 0 0 0 0 0 0
2005 0 0 0 0 0 0 0
There are no current employment agreements between the Company and its executive
officers and directors. Our directors and officers submit invoices for services
provided to the Company for business development. The directors and officers
have agreed to receive shares of common stock in lieu of cash until such time as
the Company receives sufficient revenues necessary to provide proper salaries to
all officers and compensation for directors' participation. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuities, pensions or retirement benefits proposed to be paid to
officers, directors or employees of the corporation in the event of retirement
at a normal retirement date pursuant to any presently existing plan provided or
contributed to by the corporation.
Compensation of Directors
Currently, there are no arrangements between Empire and any of its directors or
between any of the subsidiaries and any of its directors whereby such directors
are compensated for any services provided as directors. No payments have been
made to our directors for their services as directors that have not been
previously reported by the Company.
45
Item 12. Security ownership of certain beneficial owners and management
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The tables below set forth, as of December 31, 2009 the beneficial ownership of
the Company's Common Stock (i) by any person or group known by the Company to
beneficially own more than 5% of the outstanding Common Stock, (ii) by each
Director and executive officer and (iii) by all Directors and executive
officers as a group. Unless otherwise indicated, the Company believes that the
beneficial owners of the shares have sole voting and investment power over such
shares. The address of all individuals for whom an address is not otherwise
indicated is 648 Finch Ave., East, Suite 2, Toronto, Ontario M2K 2E6.
Name and Address Percent
Title of Class of Beneficial Owner Amount of Class
- ---------------- -------------------------------- ------------ --------
Common Billion Charm Group 4,568,700 24.5%
144-Restricted Shareholder
Common Prosper Consulting Corp. 3,559,200 19.1%
144-Restricted Shareholder
The above table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power with respect to
the shares indicated as beneficially owned. Applicable percentages are based
upon 18,675,800 shares of common stock outstanding as of December 31, 2009.
SECURITY OWNERSHIP OF MANAGEMENT
Name and Address Percent
Title of Class of Beneficial Owner Amount of Class
- ---------------- -------------------------------- ------------ --------
Common Vic Dominelli, A/CEO, CFO, Chairman 343,000 1.8%
and Director
144-Restricted Suite 2 - 648 Finch Ave. East
Toronto, Ontario, M2K 2E6
Common Sam Merchant 0 0%
144-Restricted
Common Total shares owned by officers 343,000 1.8%
and directors of the Company as
a group. All directors and
executive officers (2 persons)
CHANGES IN CONTROL
Empire is not aware of any plan or arrangement that may result in a change of
control of the Company.
46
Item 13. Certain relationships and related party transactions
In the last 2 years, there have been no transactions or proposed transactions in
which Empire was or was to be a party where directors or executive officers,
nominees for election as a director and members of the immediate family of such
persons were involved.
Empire Global Corp. has no parent company and was not involved in any
transactions or agreements with any promoters in the last five years.
Transactions with Related Persons
No director, executive officer, security holder, or any immediate family of such
director, executive officer, or security holder has had any direct or indirect
material interest in any transaction or currently proposed transaction, which
the Company was or is to be a participant that exceeded the lesser of
(1) $120,000 or (2) one percent of the average of our total assets at year-end
for the last three completed fiscal years, except for the following:
Promoters and control persons
During the past two fiscal years, Ken Chu and Vic Dominelli have been promoters
of Empire's business, but neither of these promoters have received anything of
value from Empire or its subsidiaries nor is any person entitled to receive
anything of value from Empire or its subsidiaries for services provided as a
promoter of the business of Empire and its subsidiaries.
Director independence
Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the Securities Act, the
Company has adopted the definition of "independent director" as set forth in
Rule 4200(a)(15) of the NASDAQ Manual. In summary, an "independent director"
means a person other than an executive officer or employee of the Company or
its subsidiaries or any other individual having a relationship which, in the
opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, and
includes any director who accepted any compensation from the Company in excess
of $200,000 during any period of 12 consecutive months within the three past
fiscal years. Also, ownership of Empire's stock will not preclude a director
from being independent.
In applying this definition, our board of directors has determined that Sam
Merchant qualifies as an "independent director" pursuant to Rule 4200(a)(15) of
the NASDAQ Manual
As of the date of the report, Empire did not maintain a separately designated
compensation or nominating committee, however, the company has also adopted this
definition for the independence of the members of its audit committee.
Mr. Merchant does not serve on any committees of the board.
47
Item 14. Principal accountant fees and services
AUDIT FEES
Audit fees are for professional services for the audit of our annual financial
statements, and for the review of the financial statements included in our
filing on form 10-QSB and for services that are normally provided in connection
with statutory and regulatory filings or engagements. The Company paid audit
fees of approximately $20,000 in connection to audits for the periods ended
December 31, 2008 and 2009.
AUDIT RELATED FEES
Audit related fees are funds paid for the assurance and related services
reasonably related to the performance of the audit or the review of our
financial statements. We paid no audit related fees during 2009 and 2008.
TAX FEES
Tax fees are those funds paid for professional services with respect to tax
compliance, tax advice, and tax planning. We paid no professional tax fees
during 2009 and 2008 other than those previously disclosed.
ALL OTHER FEES
Fees paid for permissible work that does not fall within any of the three other
fees categories set forth above. No other fees were paid during 2009 and 2008.
PRE-APPROVED POLICY FOR AUDIT AND NON-AUDIT SERVICES
During the period covered by this report the Company had a standing audit
committee to perform all functions of an audit committee, including the
pre-approval of all audit and non-audit services prior to our engagement of an
accounting firm and report to the Board of Directors. All of the services
rendered for us by SF Partnership LLP were pre-approved by our Board of
Directors.
Item 15. Exhibits
EXHIBITS
The exhibits required by Item 601 of Regulation S-B listed on the Exhibit Index
are included herein.
All Exhibits required to be filed with the form 10-K are included in this annual
report or incorporated by reference to our 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.
Exhibit Description Status
14.1 Code of Ethics filed as an exhibit to Empire's form 10-KSB Filed
filed on April 17, 2006, and incorporated herein by reference.
31 Certification of Principal Executive Officer and Principal Included
Financial Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities and Exchange Act of 1934, as amended.
32 Certification of Principal Executive Officer and Principal Included
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
REPORTS ON FORM 8-K (SUBSEQUENT TO THE DATE OF THIS ANNUAL REPORT)
None
48
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EMPIRE GLOBAL CORP.
By: /s/ Vic Dominelli Date: April 2, 2010.
Vic Dominelli
Chairman of the Board
Interim Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Vic Dominelli Date: April 2, 2010.
Vic Dominelli
Chairman of the Board
Interim Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)