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EMGL.PK > SEC Filings for EMGL.PK > Form 10-Q/A on 18-Sep-2009All Recent SEC Filings

Show all filings for EMPIRE GLOBAL CORP. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q/A for EMPIRE GLOBAL CORP.


18-Sep-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain information included in this form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral or written statements made by us or on our behalf), may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Words or phrases such as "believe," "plan," "will likely result," "expect," "intend," "will continue," "is anticipated," "estimate," "project," "may," "could," "would," "should," and similar expressions are intended to identify forward-looking statements. These statements, and any other statements that are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended from time to time (the "Act").

In connection with the "safe harbor" provisions of the Act, we have identified and filed important factors, risks and uncertainties that could cause our actual results to differ materially from those projected in forward-looking statements made by us, or on our behalf (see Part I, Item 1, "Risk Factors" included in our form 10-KSB for the fiscal year ended December 31, 2006). These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the Securities and Exchange Commission. Because of these factors, risks and uncertainties, we caution against placing undue reliance on forward-looking statements. Although we believe that the assumptions underlying forward-looking statements are reasonable, any of the assumptions could be incorrect, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to modify or revise any forward-looking statement to take into account or otherwise reflect subsequent events or circumstances arising after the date that the forward-looking statement was made.

General

This discussion and analysis should be read in conjunction with our interim unaudited consolidated financial statements and related notes on form 10Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on form 10-K for the fiscal year ended December 31, 2006. The inclusion of supplementary analytical and related information herein may require us to make appropriate estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole.

Empire Global Corp. (Empire) and its subsidiary IMM Investments Inc. (IMM) mean "we", "us" or "our" and will be referred to as such throughout the balance of this document.

Our Objectives and Areas of Focus

Empire was organized under the laws of the State of Delaware on August 28, 1998. The Company went through various name changes prior to September 2005 when the name was changed to Empire Global Corp. We currently intend to purchase, merge with or acquire any business or assets which management believes has potential for being profitable.

During the three months ended March 31, 2007, we had no income.

Due to limited operations, we are presently seeking new business opportunities.

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Challenges and Risks

We have accumulated a deficit of approximately $3,616,000 to March 31, 2007 and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through maintaining minimal operational costs and locating a viable business.

There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, or that we will be able to reduce operating expenses. Our consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Critical Accounting Policies

Our significant accounting policies and recent accounting pronouncements described in Note 1 to our consolidated financial statements are included in the annual report for the year ended December 31, 2006 and a summary of critical accounting policies and recent accounting pronouncements is included in Note 1 of this form 10-Q.

We prepare our financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application and as a result, such estimates may significantly impact our consolidated financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently. A comprehension of our critical accounting policies is necessary to understand our financial results as their application places the most significant demands on our management's judgment.

Overall Results of Operations

As a result of our discontinued EGAC operations, we had significant changes in our overall results. During the three months ended March 31, 2007, we had a net loss of $88,057 versus $81,472 continuing net loss during the same period in 2006. The reduction in continuing net loss was a result of reduced expenses attributed to the limited operations of the Company. As of March 31, 2007, we have no cash and total current assets of $101,433 which is primarily prepaid office expenses. When these current assets are compared to our current obligations of $444,849 we are left with a working capital deficit of $343,416.

We have no cash as of the date of this filing and therefore are not able to satisfy our working capital needs for the next year. We anticipate funding our working capital needs for the next twelve months through private advances and loans from our management and key shareholders, or if available, equity capital markets. Although the foregoing actions are expected to cover our anticipated cash needs for working capital and capital expenditures for at least the next twelve months, no assurance can be given that we will be able obtain financing or raise sufficient cash to meet our cash requirements.

Over the next twelve months we plan to seek out a viable new business opportunity. If we enter into a new business opportunity, will need to raise additional working capital and we may be required to hire additional employees, independent contractors as well as purchase or lease additional equipment. We plan to raise this additional working capital through the private placement of shares, private advances and loans.

We anticipate continuing to rely on equity sales of common stock to fund our operations and to seek out or enter into new business opportunities. The issuance of any additional shares will result in dilution to our existing shareholders.

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Related-Party Transactions

Included in the $444,849 of current liabilities at March 31, 2007 is $32,500 in advances from related parties as well as $412,349 in accounts payable and accrued liabilities which includes $101,207 due to a company controlled by our Chief Executive Officer. None of the amounts due to related parties bear interest, have any fixed terms of repayment or are secured.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

Revenues

We had no revenue during the three months ended March 31, 2007 and the three months ended March 31, 2006 from our continuing operations.

Operating Expenses

Our operating expenses from continuing operations increased by $6,585 or 8%, from $81,472 for three months ended March 31, 2006 to $88,057 for the three months ended March 31, 2007. The slight increase was due to administrative expenses incurred from the discontinuance of Empire Global Acquisition Corp.

We expect our operating costs to be approximately $182,000 over the next year, unless we locate a new viable business.

Liquidity and Capital Resources

The notes to our unaudited consolidated financial statements as of March 31, 2007, contain footnote disclosure regarding our uncertain ability to continue as a going concern. We have not generated sufficient revenues to cover our expenses, and we have accumulated a deficit of $3,616,131. As of March 31, 2007, we had $444,849 in current liabilities, when these liabilities are compared with our current assets of $101,433 we are left with a working capital deficit of $343,416 and as such we cannot assure that we will succeed in locating a viable business opportunity or that we will be able to achieve a profitable level of operations sufficient to meet our ongoing cash needs.

Below is a discussion of our sources and uses of funds for the three months ended March 31, 2007.

Net Cash Used In Operating Activities

We had no cash used in operating activities during the three months ended March 31, 2007.

Net Cash Provided By Financing Activities

We did not have any financing activities during the three months ended March 31, 2007.

Net Cash Used In Investing Activities

We did not have any investing activities during the three months ended March 31, 2007.

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Contingencies and Commitments

We had no contingencies or long-term commitments at March 31, 2007.

Contractual Obligations

None.

Inflation

We do not believe that inflation will have a material impact on our future operations.

Off-Balance-Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that we expect to be material to investors. We do not have any non-consolidated, special-purpose entities.

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