Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On January 1, 2014 Empire Global Corp. entered into a Lease Assignment Agreement with Finca Zephir Veintitre S.A. to Lease with Option to Buy the El Sabanero Beach Hotel and Casino situated on Flamingo Beach, in Santa Cruz , Guanacaste, Costa Rica . A copy of the Lease Assignment Agreement is included as Exhibit 10.2. The company will pay $500,000 to Finca Zephir Veintitre S.A. which represents total consideration including the original escrow deposit paid to the Landlord, capital expenditures for construction and renovations completed on the property up to the Effective Date. The Company will assume the Lease Agreement on the property with rent payments of $11,500 monthly until April 30, 2014 and $15,000 per month from May 1, 2014 to April 30, 2015 . During the rental period the Company may exercise an option to buy the property for $4,500,000 if exercised prior to April 30, 2014 and $5,000,000 if exercised between May 1, 2014 to April 30, 2015 . During the Term of the Lease ending April 30, 2015 , the company will provide working capital and funds to upgrade the hotel rooms and amenities as well as engage a casino management firm to refurbish, install and lease a casino in the dedicated casino hall. Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Effective January 1, 2014 , the Company, assumed a lease on the El Sabanero Beach Hotel and Casino including the patrons, bookings, client lists and will operate the business of the hotel from the Effective Date for the balance of the Lease Term. Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The information set forth above and referenced under Item 1.01 and Item 2.01 is hereby incorporated by reference into this Item 2.03. Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES As stated in Item 1.01 above, which information is hereby incorporated herein by this reference, effective as of January 1, 2014 , the Company assumed the Lease Agreement for the El Sabanero Beach Hotel and Casino and agreed to issue 500,000 shares at a price of $1.00 per share to Finca Zephir Veintitre S.A. ("Finca") as consideration for $75,000 on deposit with the Landlord plus $425,000 invested up to the Effective Date by Finca for reconditioning of the Hotel. (the "Finca Shares") The Finca Shares were not registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above issuance of the stock since the issuance of the stock was made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. Item 5.06 CHANGE IN SHELL STATUS Upon the Effective Date of the Lease Assignment Agreement (as described in Item 1.01 and 2.01, above) and as a result of the assumption of the business patrons, bookings and clients of the El Sabanero Beach Hotel and Casino the Company will now have active business operations and ceased our status as a "shell company," as defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended. Item 8.01 OTHER EVENTS On January 1, 2014 , Empire Global Corp. issued a press release announcing that it has completed the Lease Assignment Agreement to operate the El Sabanero Beach Hotel and Casino in Guanacaste, Costa Rica . The Company's press release announcing the Agreement is included as Exhibit 99.1.
Most Popular Stories
- Koch Brothers Step up Anti-Obamacare Campaign
- FDIC Sues Big Banks Over Rate Manipulation
- Stocks Close Lower Ahead of Crimea Vote
- FDIC Accuses Big Banks of Fraud, Conspiracy
- Jittery Investors Dumping Russian Stocks
- U.S. Consumer Sentiment Falls in Early March
- Is Malaysian Airlines Flight 370 in Andaman Sea?
- Ulta Shares Look Good on Strong Q4
- Vybz Kartel Convicted of Murder
- JLo Turns the Tables in New Vid: 'I Luh Ya Papi'