8-K/A 1 emgl060822-8ka.txt PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2006 EMPIRE GLOBAL CORP. (Exact name of registrant as specified in its charter) DELAWARE 0 - 50045 33-0823179 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 501 Alliance Avenue, Suite 400, Toronto, ON. M6N 2J1, Canada (Address of principal executive offices) (416) 769-8788 (Registrant's telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) This 8-K/A amends the 8-K previously filed on August 25, 2006 to properly disclose the events of a meeting of the Board of Directors on August 21, 2006 instead of a written consent in lieu of a meeting of the Board of Directors. In addition, this 8K/A also, corrects the total value of the shares issued to be $922,595 rather than $922,955 which was a clarical error. ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES On August 21, 2006, at a board meeting held at our head office in Toronto, our board members resolved and duly seconded to authorize the issuance of 7,236,300 restricted shares with a total value of $922,595 to independant contractors in exchange for cancellation of debt owed respectively to each contractor for services rendered to the Company. The shares were valued at 75% of the average closing bid price of the common shares of the Empire Global Corp. over a period of 60 days preceding the final day of the billing period. The shares issued are exempt from the registration requirements of the Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act. Each of the certificates representing shares of the Company's common stock issued contain restrictive legends preventing the sale, transfer or other disposition of such shares, unless registered under the Securities Act. The following is a list of contractors and compensation received in regards to the services rendered. Contractor Common Stock Received -------------------- --------------------- Billion Charm Group 3,137,300 Vic Dominelli 392,200 Angela S. Chu, CGA 491,000 Prosper Consulting Corp. 2,745,100 Kam Wong 353,000 David Ciavarella, CA 117,700 --------------------- 7,236,300 SIGNATURES Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: December 1, 2006. EMPIRE GLOBAL CORP. Per: /s/ KEN CHU ------------------------------ KEN CHU Chief Executive Officer