EMPIRE GOLD INC
8-K, 1998-10-21
GOLD AND SILVER ORES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                               October 20th, 1998
                               ------------------
                                 Date of Report


                                EMPIRE GOLD INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     INDIANA
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)


         1-4799                                          35-0540454
 ----------------------                       -------------------------------
(Commission file number)                     (IRS Employer Identification No.)


                Suite 802-1985 Bellevue Avenue, West Vancouver,
                       British Columbia, Canada, V7V 4B6
               ---------------------------------------------------
              (Address of principal executive offices and Zip Code)


                                 (604) 921-2811
               --------------------------------------------------
              (Registrant's telephone number, including area code)



          300-90 Adelaide Street West, Toronto, Ontario, Canada M5H 3V9
          -------------------------------------------------------------
          (former name or former address, if changed since last report)

<PAGE>


Item 9. Sale of Equity Securities Pursuant to Regulation S


A. On April 21, 1998 the Company sold 593,300 units of the Company at a purchase
price of US$0.15 for a total offering price of US$89,000.

On June 17, 1998 the Company sold 250,000  units of the Company at US$0.15 for a
total offering price of US$37,500.

On  September  11,  1998 the  Company  sold  500,000  units of the  Company at a
purchase price of US$0.10 for a total offering price of US$50,000, consisting of
one Common  Share and one Warrant,  exercisable  in year one at US$0.10 and year
two at US$0.15.

The  purchasers of the units were D. I. Edith  Bruckner-Leitner,  843,000 for an
offering of US$126,000 and M. Daniel Olchanski, 500,000 units for an offering of
US$50,000.

The  securities  were  offered  and sold  outside of the United  States  without
registration  under the Securities Act of 1933 in reliance upon Regulation S and
may not be  offered  or sold in the  United  States  absent  registration  or an
applicable exemption for registration requirements.


                                   SIGNATURES

Pursuant  to  the  requirement  of  the  Securities  Exchange  Act of 1934,  the
registrant  had duly  caused  the  report  to be  signed  on its  behalf  by the
undersigned hereunto duly authorised.

DATED this 20th day of October, 1998

EMPIRE GOLD INC.




By: /s/ Eunice Ludlow
    -----------------------------
    Eunice Ludlow
    Chief Financial Officer and Secretary




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