Empire Global Corp. (GREY:EMGL)

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR

Effective July 20, 2016, Empire Global Corp. (the "Company") changed its name to
Newgioco Group, Inc. The name change was made pursuant to Section 253 of the
Delaware General Corporation Law by merging a wholly-owned subsidiary of the
Company with and into the Company. The Company is the surviving corporation and,
in connection with the merger, we amended Article One of the Company's Amended
and Restated Certificate of Incorporation to change our corporate name to
Newgioco Group, Inc. pursuant to a Certificate of Ownership and Merger filed
with the Secretary of State of the State of Delaware on July 20, 2016. A copy of
the Certificate of Ownership and Merger is attached hereto as Exhibit 31. In
addition, the By-laws of the Company were also amended and restated to reflect
the name change to Newgioco Group, Inc.

Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2016, Empire Global Corp. ("we", "us", "our" or "Empire") entered
into a Share Exchange Agreement (the "Agreement") to acquire 100% ownership of a
company organized under the laws of Austria (the "Company") from the existing
stockholders (the "Sellers"). The Company operates a portfolio of land-based
agency locations throughout Italy. The Company brings to Empire an existing
network of relationships and location contracts as well as highly experienced
retail sales and management team.

On July 1, 2016 (the "Closing Date"), Empire will pay EUR 1,500,000 (one
million, five hundred thousand euro) (the "Purchase Price") by the
issuance of an amount of shares rounded to the nearest round lot of our common
stock at a fixed price of $1.00 per share (the "Exchange Shares")in proportions
as designated by the Sellers in full consideration of the Purchase Price on a
debt free basis.

Pursuant to the Agreement, Empire shall appoint the Sellers as members of the
board of directors and as officers of Empire.

The Agreement is subject to customary closing conditions, warranties and
representations.

A redacted copy of the Agreement is filed herewith as Exhibit 2.1, and is
incorporated by reference into this Item 1.01, 2.01 and 3.02 of this Current
Report.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in Item 1.01 above, on July 1, 2016 we completed the acquisition of
the Company pursuant to the Agreement. The information disclosed in Item 1.01 of
this Current Report on Form 8-K regarding the transactions contemplated by the
Agreement are hereby incorporated by reference in its entirety into this Item
2.01.

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01, on July 1, 2016, pursuant to the terms and conditions
of the Share Exchange Agreement, incorporated herein by reference in its
entirety into this Item 3.02, we issued 1,665,600 shares of common stock to the
Sellers in consideration for 100% of the issued and outstanding shares of the
Company. The effect of the issuance is that the Sellers now hold approximately
4.77% of the issued and outstanding shares of common stock of Empire based on
the total number of issued and outstanding shares of common stock of Empire
after giving effect to the transactions contemplated herein.

Empire claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Act"), for the private placement of these
securities pursuant to Section 4(a)(2) of the Act since the transaction did not
involve a public offering, the Sellers are accredited investors with access to
information about Empire and its investment, the Sellers took the securities for
investment and not resale, and Empire took appropriate measures to restrict the
transfer of the securities. The Agreement stipulates that the Exchange Shares
(i) are restricted securities and (ii) may not be offered, transferred or sold
in the United States absent registration or an applicable exemption from
registration requirements

This current report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitution an
offer, solicitation or sale in any jurisdiction in which such offering would be
unlawful.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On June 6, 2016, 1,358,468 shares of the Company's common stock were issued to
Gold Street Capital Corp. at the market price of $0.32 for the payment of debt
in the amounts of $291,932.85 and CAD 181,885.25 (approx. US$142,777.)

Gold Street Capital Corp is a company owned by Gilda Ciavarella, the spouse of
our Chairman and CEO, Michele Ciavarella and is a major stockholder of Empire
Global Corp.

Also on June 6, 2016, an aggregate of 40,000 shares of the Company's common
stock were issued to Julia Lesnykh and Andrei Sheptikita (20,000 shares each)
for services provided to the Company.

The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), for the private placement of
these securities pursuant to Section 4(a)(2) of the Act since the transaction
did not involve a public offering, the Investor is an accredited investor with
access to information about the Company and its investment, the Investor took
the securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.

EMPIRE GLOBAL CORP.

Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended
	March 31, 2016			March 31, 2015

Revenue	$	1,747,186		$	1,227,131

Costs and Expenses
Selling expenses		1,228,220			896,971
General and administrative expenses		870,846			577,302
Total Costs and Expenses		2,099,066			1,474,273

Loss from Operations		(351,880	)		(247,142	)

Other Expenses (Income)
Interest expense, net of interest income		98,544			5,821
Changes in fair value of derivative liabilities		(4,428	)		4,393
Imputed interest on related party advances		1,620			983
Allowance for deposit on acquisition		—			40,952
Total Other Expenses		95,736			52,149

Loss Before Income Taxes		(447,616	)		(299,291	)
Provision of Income Taxes		(35,223	)		—
Net Loss		(482,839	)		(299,291	)

Other Comprehensive Income (Loss)
Foreign currency translation adjustment		(17,215	)		(63,557	)

Comprehensive Loss	$	(500,054	)	$	(362,848	)

Basic and fully diluted loss from operations	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding basic and diluted		24,336,473			21,225,427

NEW YORK, April 19, 2016 (GLOBE NEWSWIRE) -- Empire Global Corp. (EMGL) a company providing regulated online and offline gaming and wagering through its wholly owned ADM licensed subsidiary Multigioco Srl, announced today it has filed its annual report representing financial results for the year ended December 31, 2015.

2015 Highlights:

Non-GAAP Betting Turnover increased from $30,445,330 to $77,357,513 for the 12-months ended December 31, 2015, as compared to the same reporting period for the prior year.
Revenues increased from $1,741,531 to $4,872,902 for the 12-months ended December 31, 2015, as compared to the same reporting period for the prior year.
Net loss decreased from $2,171,234 to $2,022,603 for the 12-months ended December 31, 2015, as compared to the same reporting period for the prior year.
Michele Ciavarella, Chairman and CEO of Empire Global commented, “We are very pleased with the accomplishments achieved throughout 2015. The build-out implemented in 2015 represented final steps in the strategy to position our gaming business in preparation for the key 2016 renewal of licenses in Italy and provides us with a solid platform for launching our “Newgioco” marketing blitz. The result is attracting several new operators to our Newgioco brand, expanding land-based business from 4 to 10 location Rights and from 850 to 1,067 online web-shop locations through 2015.”

“We executed as planned on improving operating efficiencies and margins, negotiating favorable terms for acquisitions and integrating these acquisitions in a cost effective manner which resulted in significantly reduced net consolidated loss and strengthened our balance sheet by paying down a significant amount of debt throughout the year. Going forward into 2016, we expect these initiatives to have a positive impact on our operating results and believe there are many exceptional opportunities for our continuing expansion and growth. Some values will come organically from our current locations, while others from new licenses and acquisitions still available to us,” concluded Mr. Ciavarella.

Among other things, the annual report for the year ended December 31, 2015 filed by the Company represents the first full year of operating results with both our online and land-based gaming business in Italy. Q4 2015 also saw a marked reduction in non-recurring corporate overhead, which represents the lion’s share of consolidated expenses incurred during 2014 and 2015 while operationally; we implemented a new corporate wide commission schedule that resulted in a significant reduction in operating expenses. Throughout the 2015 business plan, management invested heavily in the higher margin land-based operating vertical and leaned-out our online operations, all of which resulted in a 47% gain in year-over-year Net Gaming Revenue from approximately $1.1 million in Q4 2014 to $1.5 million in Q4 2015.

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 29, 2016 (the "Closing Date"), Empire Global Corp. (the "Company")
closed a Securities Purchase Agreement (the "Agreement") with an unaffiliated
private investor (the "Investor") to raise up to $750,000 in gross proceeds. The
Agreement was initially for the sale of a convertible note (the "Note") with a
principal amount of $600,000 (the "Principal Amount") due 12 months after the
issue date (the "Due Date") bearing interest at a rate of 12% per annum due
every three months after the Closing Date. A copy of the Agreement and the Note
are filed herewith as Exhibit 10.1 and 10.2, respectively, and are incorporated
by reference into this Item 1.01 and 2.03 of this Current Report.

The Investor may also purchase a convertible note with a principal amount of
$150,000 with the same terms as the Note with a closing date of March 29, 2016.

The Company paid $60,000 in commission to the Company's placement agent related
to the initial transaction (the "Fees").

The Company will have the option of prepaying the outstanding principal and
unpaid interest (the "Note Obligations") in whole or in part, as follows:

(a) At any time before 180 days after the date of the Note, the Company has the
right to prepay the Note Obligations at 130% of the Note Obligations;

(b) At any time after 180 days after the date of the Note, on any day that the
average closing price for the Company's common stock over the previous ten
trading days is:

(i) below $1.30 per share, upon demand by the Investor, the Company is
required to buy the Note in its entirety at 130% of the Note
Obligations;
(ii) between $1.30 and $2 per share, the Company has the right to buy up
to 90% of the outstanding Note Obligations from the Investor at 130%
of the Note Obligations;
(iii) between $2 and $3 per share, the Company has the right to buy up to
50% of the outstanding Note Obligations from the Investor at 130% of
the Note Obligations; or
(iv) exceeds $3 per share, the Company has the right to buy up to 25% of
the outstanding Note Obligations from the Investor at 140% of the
Note Obligations.

The Investor may, at any time after 180 days after the date of the Note, convert
any amount oustanding under the Note into shares of common stock of the Company
at a price of $0.85 per share, subject to certain adjustments.

On the Closing Date the Company also issued to the Investor a Warrant to
purchase shares of common stock of the Company (the "Warrant") and entered into
a Registration Rights Agreement (the "Rights Agreement"). Pursuant to the terms
of the Rights Agreement, the Company agreed to file a registration statement
covering the resale of the shares of common stock into which the Note is
convertible and the Warrant is exercisable.

Copies of the Warrant and Rights Agreement are filed herewith as Exhibit 4.1 and
10.3 respectively and are incorporated by reference into this Item 1.01 and
Item 3.02 of this Current Report.

Item 8.01. OTHER EVENTS.

On January 14, 2016 (the "Termination Date") all amounts due and owing under the Convertible Promissory Note (the "Note") between Empire Global Corp., as borrower, and Tangiers Investment Group, LLC, as lender dated July 9, 2015 have been paid in ffull in accordance with its terms, and all rights with respect to the Note have been terminated. As of the Termination Date, the 10% Convertible Promissory Notes are no longer deemed outstanding, and interest on the Notes ceased to accrue. The material terms of the Note are described in Empire Global Corp.'s Current Report on Form 8-K filed on July 25, 2015. Such descriptions are hereby incorporated into this Current Report by reference.

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

On December 14, 2015, we issued 62,438 common shares to Typenex Co-Investment, LLC pursuant to a notice of cashless exercise of warrant received by the Company on December 7, 2015. The form of warrant dated June 17, 2015 was filed as Exhibit 2.3 to our Current Report on Form 8-K filed on June 24, 2015.

The above-referenced issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a warrant to purchase shares of common stock which was negotiated directly between the investor and the Company.

The total number of outstanding shares of common stock of the Company as of December 7, 2015 after the above described issuance is 23,821,088.

NEW YORK--(BUSINESS WIRE)--

Empire Global Corp. (EMGL) announced today that it has filed its 2015 third quarter results in a timely manner with the U.S. Securities and Exchange Commission.

The Company reports an after tax loss of $467,125 representing a loss of $0.02 per common share for the third quarter of 2015. The report is highlighted by stabilizing enterprise economics with significantly reduced non-recurring costs at the corporate level, compared to previous quarters. Other highlights include:

Non-GAAP gaming turnover reached $17.53 million for the three months ended September 30, 2015, an increase of 84.63% compared with the three months ended September 30, 2014;
GAAP revenue reached $1.1 million for the three months ended September 30, 2015, compared to $0.66 million for the three months ended September 30, 2014, an increase of 65%;
Improved gaming operations profitability;
The Company issued 332,350 common shares at September 30, 2015 closing price to reduce debt by $345,645, which shows an increased confidence in our stock;
Market capitalization increased to $24.2 million at the end of the quarter.

�Our high-season got underway with the start of Serie A soccer lifting sports betting turnover to record levels for Multigioco in September,� remarked Company CEO and Chairman, Michele Ciavarella. �Organic turnover volume and market share growth remain robust against the backdrop of an improving regulated gaming environment in Italy, while we continue progressing with the integration of our recently acquired web-shops, and, as previously announced, roll-up of additional land-based corner and agency expansions this year and next."

Item 3.02 Unregistered Sales of Equity Securities.

On October 27, 2015, the board of directors of the Company authorized the issuance of an aggregate of 332,350 restricted shares of our common stock with an effective date of September 30, 2015 at the closing market price of $1.04 per share to eliminate debt and for services rendered as follows:

- 21,650 for the payment of $22,500 recorded as accounts payable to CorCapital
Inc. for consulting services;
- 144,300 shares for payment of $150,129 of debt recorded as advances from a
related party from Gold Street Capital Corp. to accredited investors;
- 166,400 shares to eliminate the promissory note dated February 13, 2015 in the
amount of $173,016 including principal and interest to Braydon Capital Corp.

In addition the Company issued and aggregate of 11,500 restricted shares of our common stock to Empire State Financial Inc. for payment of commissions related to the June 18 and July 9, 2015 Notes, at the closing market price for each respectively as follows:

- 7,500 shares of common stock at a price of $0.80 per share or $6,000; and
- 4,000 shares of common stock at a price of $0.75 per share or $3,000

The issuance of our common stock was exempt from the registration requirements of the Securities Act for the offer and sale of securities not involving a public offering. To the extent that the issuance constituted a sale of equity securities, that sale was exempt from registration under the Securities Act
pursuant to the exemption provided under Section 4(2) of the Securities Act, and may also qualify for exemption under Section 4(a)(5), Section 3(a)(9) and Regulation S of the Securities Act.

These shares of our common stock have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements.

NEW YORK--(BUSINESS WIRE)--

Empire Global Corp. (EMGL) ("Empire" or the "Company") is pleased to announce that through its wholly owned subsidiary Multigioco Srl., it has obtained a bank loan of Euro 500,000 at an interest rate of 5% per annum with monthly payments of approximately Euro 9,426 for a term of 5 years from Banca Veneto ScPA. The loan which the Company expects to close on November 2, 2015 is fully open for repayment without penalty and is guaranteed by certain shareholders of the Company.

The funds will be used to acquire certain previously announced acquisitions of additional gaming locations and for general working capital purposes.

Empire, a publicly traded company that provides legal and regulated online and offline gaming and wagering to its customers throughout Italy, has recently announced a number of business developments and potential acquisitions in Italy and other jurisdictions.

"Completion of this bank financing from a key European banking firm signals strength in our existing business operations in Italy," stated Michele Ciavarella, Chairman and CEO of Empire Global Corp. "Our strong credit relationship with Veneto Banca also indicates confidence in the anticipated growth of our regulated gaming operations."

Item 8.01 OTHER EVENTS

On September 28, 2015, Empire Global Corp. (the "Company") through its wholly owned subsidiary Multigioco Srl., signed a non-binding letter of intent (the "LOI") to acquire all of the issued and outstanding equity interests of a licensed Italian gaming company (the "Transaction"). If the Transaction is consummated, the Italian gaming company (the "IGC") would become a wholly owned subsidiary of the Company which would operate in Rome and Naples. The LOI is valid for ten (10) days from September 28, 2015, at which time the Company may
decide in its sole discretion to extend a final offer to the IGC containing the terms of the Transaction.

The estimated proposed purchase price (the "Purchase Price") of the IGC is 5 times the net profit a portion of which will be paid in cash. The proposed transaction, which is subject to a number of conditions including regulatory approval, financing, and review of the corporate and financial records (including an audit), is expected to close on or before December 31, 2015.

In order to complete the proposed transaction the Company will be dependent on raising capital. There can be no assurance that the Company will be able to raise additional capital needed, and even if available, that it will be on terms which are acceptable to the Company. There can be no assurance that a final offer will be made nor that the Transaction will be completed.

Item 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.

The information provided under Item 8.01 regarding the unregistered sale of equity securities is incorporated herein by reference.

Item 8.01. OTHER EVENTS

On September 15, 2015, the Company entered into a non-exclusive advisory agreement with Merriman Capital, Inc. ("Merriman") pursuant to which Merriman agreed to act as a capital markets advisor and placement agent to the Company. The term of the agreement is twelve (12) months.

As consideration for such services, Merriman was paid a one-time retainer fee of 150,000 shares of the Company's common stock. In addition to the retainer fee, Merriman will receive performance-based compensation for services related to (1) completion of financing and (2) if the Company qualifies for and completes
an up-listing to any of the national markets designated as the NYSE, NYSE/AMEX, or NASDAQ.

The transaction was completed in the normal course of business.

On September 24, 2015, the Company issued a press release announcing the engagement of Merriman, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 8.01. OTHER EVENTS

On September 17, 2015, Empire Global Corp. issued a press release to announce that through its wholly owned subsidiary Multigioco Srl., it has signed under contract up to 200 additional online web-shop gaming locations. The locations currently generate largely sports betting revenue and have approximately 5,000 online gaming accounts.

The deal expands our online footprint to over 1,200 web-shop locations and approximately 30,000 gaming accounts. The Company expects all locations to be integrated under our Multigioco online license and will be flagged under our originalbet.it and newgioco.it branding by the end of October 2015. The agreement may also result in 400 additional locations being acquired based on certain milestones being achieved.

EMPIRE GLOBAL CORP.

Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
	US$			US$			US$			US$


Revenue	$	966,644		$	—		$	2,193,775		$	—

Costs and expenses
Selling costs		703,058			—			1,600,029			—
General and administrative expenses		585,936			24,060			1,163,238			65,323
Total costs and expenses		1,288,994			24,060			2,763,267			65,323

Loss from operations		(322,350	)		(24,060	)		(569,492	)		(65,323	)
Other expenses / (income)
Interest expense, net of interest income		26,652			—			32,473			—
Changes in fair value of derivative liabilities		(4,313	)		—			80			—
Imputed interest on related party advances		963			3,530			1,946			6,170
Allowance for deposit on acquisition		54,000			—			94,952			—
Total Other Expenses		77,302			3,530			129,451			6,170


Loss before income tax		(399,652	)		(27,590	)		(698,943	)		(71,493	)

Income tax		26,545			—			26,545			—

Net loss		(426,197	)		(27,590	)		(725,488	)		(71,493	)

Other Comprehensive Income
Foreign currency translation adjustment		290,831			—			187,394			—

Comprehensive loss		(135,366	)		(27,590	)		(538,094	)		(71,493	)


Basic and fully diluted loss per common share	$	(0.02	)	$	0.00		$	(0.03	)	$	0.00
Weighted average number of common shares outstanding Basic and diluted		23,264,800			18,675,800			23,264,800			18,675,800

Management Discussion and Analysis

Revenues

We generate revenues by providing online and offline gaming products and services in Italy.

The company had no revenues for the three and six months ended June 30, 2014, compared to revenues of $966,644 and $2,193,775 for the three and six months ended June 30, 2015 respectively. The revenues are comprised of Net Gaming Revenues derived from gaming operations as a result of acquisitions of licensed gaming operators.

Net Loss

The company had a net loss of $27,590, or $0.00 per share (basic and diluted); and $71,493, or $0.00 per share (basic and diluted) for the three and six months ended June 30, 2014 respectively, compared to a net loss of $426,197, or $0.02 per share (basic and diluted); and $725,488, or $0.03 (basic and diluted) for the three and six months ended June 30, 2015 respectively.

The increase in Net Loss is primarily attributed to an increase in general and administrative expenses incurred for business development and the acquisition of Multigioco, Rifa as well as the gaming assets of New Gioco Srl and the opening of our new Agency during the period covered by this report. The company also made additional payments of $54,000 and $94,952 for the three and six months ended June 30, 2015 respectively pursuant to the agreement with Streamlogue which contributed to the Net Loss.

Item 8.01. OTHER EVENTS

On August 10, 2015, Empire Global Corp. issued a press release to announce that through its wholly owned subsidiary Multigioco Srl. it has signed under contract up to 180 additional online web-shop gaming arcades situated throughout the highest grossing gaming regions in Italy. The locations currently generate largely sports betting revenue and have approximately 2,000 online gaming accounts.

The deal expands our online footprint to over 1000 web-shop locations and approximately 25,000 gaming accounts while our online gross gaming revenue is projected to increase to approximately 100 million euro annually with improved margins. The Company expects all locations to be integrated under our Multigioco online license and flagged with our originalbet.it branding by the end of September 2015.

Item 8.01 OTHER EVENTS

On August 7, 2015, Empire Global Corp. issued a press release to announce that through its wholly owned subsidiary Multigioco Srl. it has signed a binding Letter of Intent to acquire Alea Srl. and its Monti license #4522 with 10 land-based Negozio Sportivo ("Agency" or "Arcade") situated throughout the Campania region of Italy. The transaction is subject to 30 days of due diligence, AAMS regulatory approval, an audit of the financial statements prepared in accordance with SEC regulations and the completion of a material definitive agreement.

The Company has agreed to pay Euro 450,000 as follows: Euro 50,000 at closing, five instalments of Euro 60,000 each and a final payment of Euro 100,000. The agencies, which have been in operation since 1999, currently operate under a service provider agreement with Strike Giochi generating approximately Euro 3.5 million in annual gaming turnover.

Item 8.01 OTHER EVENTS

On August 6, 2015, Empire Global Corp. issued a press release to announce that through its wholly owned subsidiary Multigioco Srl., it has received approval from Italian gaming regulator "AAMS" for the acquisition on 3 of the 5 corners announced on July 10, 2015. The Company paid Euro 60,000 in cash to complete the purchase and, as a result, these locations now operate under Multigioco.

Regulatory approval related to the final two locations is ongoing and expected to be completed within 30 days.

Item 8.01 OTHER EVENTS

On July 28, 2015 Empire Global Corp., through our wholly owned subsidiary Multigioco Srl., obtained trademark approval from the Ministero del'Economia e delle Finanze (Ministry of the Economy and Finance) for the New Gioco brand.

The New Gioco image will now feature the TM symbol that provides trademark enforcement protection for our distribution network of online and offline gaming locations throughout Italy.

Item 1.01 Entry into a Material Definitive Agreement.

On July 20, 2015, we entered into an investment agreement (the "Agreement") with Tangiers Investment Group, LLC (the "Investor"), whereby the Investor has agreed to invest up to $5,000,000 to purchase shares of our common stock.

Subject to the terms and conditions of the Agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice (the "Put Notice") to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to the Investor shall be equal one hundred percent (100%) of the average of the daily trading dollar volume (U.S. market only) of the Common Stock for the ten (10) consecutive trading days immediately prior to the date which the applicable Put
Notice is delivered (the "Put Notice Date") so long as such amount does not exceed an accumulative amount per month of $150,000 unless a prior approval of the Investor is obtained by the Company. The minimum amount shall be equal to $5,000. The Investor is prohibited from owning more than 9.99% of the Company's outstanding shares would exceed as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934.

In connection with the Agreement, we also entered into a registration rights agreement dated July 20, 2015, whereby we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within thirty (30) days of the date of the registration rights agreement and to have the
Registration Statement declared effective by the Securities and Exchange Commission no more than ninety (90) days after we have filed the Registration Statement.

Also, on July 9, 2015 we entered into an agreement to issue a Convertible Promissory Note (the "Note") with the Investor with a principal amount of $220,000 (the "Principal Sum") bearing interest at a rate of 10% per annum due 12 months after the issue date. The Note also includes an Original Issue Discount ("OID") of 10%, of any consideration paid.

The Note is convertible into shares of common stock of the Company at a price equal to the lower of $0.80 or 60% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which Investor elects to convert all or part of the Note. (the "Conversion Price"). The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends, and similar corporate events.

In connection with the Note, the Investor is prohibited from owning more than 4.99% of the Company's outstanding shares, unless the market capitalization of the Company's common stock is less than $10,000,000, in which case the Investor is prohibited from owning more than 9.99% of the Company's outstanding shares.

On July 21, 2015, (the "Closing Date") in consideration for the Note the Investor delivered cash consideration of $55,000 (the "Initial Consideration") less an OID of $5,000 for net proceeds to the Company of $50,000. In addition, the Company paid $4,000 in commission to the placement agent related to the transaction (the "Fees").

Item 8.01 OTHER EVENTS

On July 9, 2015, Empire Global Corp. through our wholly owned subsidiary, Multigioco Srl entered into an agreement with Microgame SpA to develop a mobile app for sports betting and online casino games. The app will be branded for our websites newgioco.it and lovingbet.it and will function on all smartphone device platforms including Apple iOS; Android and Windows phones and tablets which covers 90% of the smartphone market.

In addition, Microgame will re-engineer our newgioco.it and lovingbet.it websites to optimize performance and synchronize gaming accounts with the mobile and tablet app.

The Company expects development to take approximately 2 months and to launch the mobile app in for early to mid-September.

Item 8.01 OTHER EVENTS

On July 10, 2015, Empire Global Corp. through our wholly owned subsidiary, Multigioco Srl signed a letter of intent to acquire 5 Bersani licenced corner locations regulated under the Agenzia delle Dogane e dei Monopoli (formerly Amministrazione Autonoma Monopoli di Stato) ("AAMS") as well as long term contracts at each location.

The company will pay EUR 105,000 to acquire the locations.

The transaction is subject to completion of due diligence and AAMS regulatory approval.

The Company will file a current report on Form 8-K after the completion of the transaction.

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 17, 2015 (the "Effective Date"), Empire Global Corp. (the "Company") entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC (the "Investor"), for the sale of a 9.1% Original Issue Discount ("OID") convertible note (the "Note") with a principal amount of $330,000 (the "Maturity
Amount") bearing interest at a rate of 10% per annum due 21 months after the issue date. The Note is convertible into shares of common stock of the Company at a fixed price of $1.00 per share subject to adjustment if the Company issues additional shares at a price below the conversion price (the "Conversion
Option").

In consideration for the Note the Investor will deliver to the Company a cash amount of $100,000 (the "Initial Cash Purchase Price") and two (2) $100,000 8% notes (the "Investor Notes") for a total commitment of $300,000. The financing closed on June 18, 2015 (the "Closing Date"). On the Closing Date the Company received the Initial Cash Purchase Price of $100,000 and paid an OID of $10,000 plus $5,000 for due diligence and legal fees as well as $8,000 in commission to the Company's placement agent related to the transaction (the "Fees").

The Company will make a total of 15 installment payments beginning 180 days from the Closing Date. The Company may prepay the note at an amount equal to 125% of the outstanding principal and unpaid interest.

In the event of a default, the Note may be accelerated by the Investor. The outstanding balance is immediately due and payable at an interest rate of the lesser of 22% per annum (or the maximum rate permitted by law) applied to the outstanding balance.

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION

The total proceeds the Company received from this offering was $115,000, less the original issue discount of $10,000 plus the Fees of $13,000. As of the date of the Note, the Company is obligated on the Note issued to the Investor in connection with the offering. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

In addition, the Company issued to the Investor a warrant to purchase 50% of the Maturity Amount or approximately 165,000 shares of the Company's common stock, subject to adjustment in the event of a cashless exercise, as defined in the warrant. The warrant is exercisable at $1.00 per share (the "Exercise Price") for a period of three years on a cash or cashless basis. If the Company at any time while the warrant is outstanding sells or otherwise disposes of any securities, including any common stock issued under the Note, at an effective price per share less than the Exercise Price then the Exercise Price will be reduced to such price provided that the number of shares of common stock issuable under the warrant may not exceed a number of shares equal to three (3) times the number of shares of common stock issuable under the warrant as of the Effective Date.

The Company will make automatic installment payments equal to the sum of all accrued but unpaid interest and principal amount equal to approximately $22,000 monthly beginning 180 days (six (6) months) after the Closing Date. Payments of each installment amount may be made in cash or by converting such installment amount into common stock. The conversion price for each installment

conversion will be the lesser of (i) $1.00, and (ii) 70% (the "Conversion Factor") of the average of the three lowest closing bid prices in the 20 trading days immediately preceding the applicable conversion (the "Market Price"), provided that if at any time the average of the three lowest closing bid prices in the 20 trading days immediately preceding any date of measurement is below $0.40, then in such event the then-current Conversion Factor will be reduced to 60% for all future conversions.

The Investor may, in its discretion, apply the Conversion Option to an installment conversion.

If the Company elects to make a payment installment in Common shares, then on the date that is 20 trading days following the Installment Date (the "True-up Date"), if the installment conversion price on that date is less than the installment conversion price used in the applicable installment notice the Company will deliver additional shares to the Investor. These additional shares will be equal to the difference between the number of shares that would be delivered to the Investor at the time of the true-up date and the amount originally delivered.

Additionally, in order to elect to make installment payments in common shares the Company must maintain Equity Conditions which include:

- that no events of default have occurred;
- on the instalment or true-up date the average (and median) daily Dollar
Volume of the Company's common stock for the previous 20 trading days must
be greater than $5,000;
- the 10 day average VWAP (Volume Weighted Average Price) of the Company's
common stock must be greater than $0.10; and
- the Company's common stock must be DWAC eligible.

Except with regards to securities issued under an approved stock plan of the Company, if, at any time that the Note is outstanding, the Company sells or issues any of its securities to the Investor or a third party for a price that is less than the Optional Conversion, then such Optional Conversion will automatically be reduced to such lower issuance price.

The Investor is prohibited from owning more than 4.99% of the Company's outstanding shares pursuant to the Note and warrants, unless the market capitalization of the Company's common stock is less than $10,000,000, in which case the Investor is prohibited from owning more than 9.99% of the Company's outstanding shares.

In addition, Empire State Financial Inc. ("ESFI") of Long Island, NY served as placement agent for the Company in the Transaction. The Company paid commissions of $8,000 to ESFI and will issue an amount of Common Shares of the Company equal to 6% of the aggregate Initial Cash Purchase price based upon the price of the Common Stock as offered in the Transaction.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, the Investor is an accredited investor, with access to information about the Company and their investment, the Investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.