8-K 1 emgl060808-8k.txt CURRENT REPORT. FORM 8-K. DATED AUGUST 1, 2006 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 Date of Report (Date of earliest event reported): August 1, 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)) ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On November 4, 2005, Empire Global Corp. (formerly Tradestream Global Corp., formerly Vianet Technology Group Limited) (the "Company") entered into a Plan of Merger and Reorganization with Excel Empire Limited ("Excel"), a British Virgin Islands corporation, pursuant to which Excel has agreed to merge into the Company, and the shareholders of Excel will be issued a total of 36,400,000 restricted shares of Company common stock. There are no material relationships, other than in respect to the transaction, between the shareholders of Excel and the Company and its affiliates, or any of its officers or directors, or any associate of such officers or directors. The description contained in this Item 1.01 of the Plan of Merger and Reorganization is qualified in its entirety by reference to the full text of the Plan of Merger and Reorganization dated November 4, 2005, which was filed on November 10, 2005 on Form 8-K dated November 4, 2005 as Exhibit 2.1. A copy of the press release issued by Empire Global Corp. was filed on November 10, 2005 on Form 8-K dated November 4, 2005 as Exhibit 99.1. ITEM 2.01 - ACQUISITION OR DISPOSITION OF ASSETS On August 1, 2006, our board members acted by written consent to complete the acquisition of Excel Empire Limited ("Excel"), a British Virgin Islands corporation with the company as the surviving entity. As a result of the acquisition, the former shareholders of Excel received 36,400,000 shares of common stock of the Company. Excel owns and operates a revenue-producing commercial real estate complex in Jiaozuo City, Henan Province in the Peoples Republic of China. The complex is located on a 21,309 square meter property and is comprised of a newly constructed shopping plaza, which opened on November 28, 2004, the plaza is an eight level structure with two underground levels one of which is designated for parking and the other is dedicated to retail. The 6 storeys above ground are dedicated to retail space and an administration area, the total gross floor area of the shopping plaza is 72,998.91 square meters; the second component of the complex is a new hotel of five-star caliber that is currently under construction, the property sits immediately adjacent to the shopping plaza and will compliment travelers and shoppers visiting the city. The hotel is a 25 storey structure with a total gross floor area of 43,364.97 square meters of which the ground level will be the main lobby, cafes and shops, while floors 2 through 8 will be restaurants, spas, recreation pool and clubhouse, conference centers and lower level guest rooms while floors 9 through 25 will be upper level guest rooms, suites, executive rooms and presidential suites. The hotel will be managed under a ten-year management agreement by Days Hotel and Suites of Days Worldwide Corporation and is expected to open in 2006. There are no material relationships, other than in respect to the transaction, between the shareholders of Excel and the Company and its affiliates, or any of its officers or directors, or any associate of such officers or directors. The Company will file Audited Financial Statements of Excel Empire Limited for the years ended December 31, 2004 and 2003 and the Unaudited Financial Statements of Excel Empire Limited for the quarter ended December 31, 2005 and proforma financial information by amendment by October 16, 2006. 5:00 PM EST) ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES On August 1, 2006, Empire Global Corp. completed the acquisition of Excel Empire Limited. As a result of the acquisition, the former shareholders of Excel received 36,400,000 shares of common stock of the Company in exchange for 100% of the issued and outstanding shares of Excel Empire Limited. The shares issued in the acquisition are exempt from the registration requirements of the Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act. Each investor is an "accredited investor" under the Act. Each of the certificates representing shares of the Company's common stock issued in the acquisition 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 investors and compensation received in regards to the aforementioned acquisition of Excel Empire Limited. Investor's Name Common Stock Received --------------- --------------------- Bing Xu 2,340,000 Junping Qu 2,340,000 Jiaosheng Guo 1,092,000 Ya Li 2,184,000 Baozeng Liu 1,092,000 Mingliang Li 1,872,000 Guizhi Li 1,560,000 Aimin Qu 1,560,000 Aijun Qu 1,560,000 Delin Qu 1,560,000 Cong Miao 1,560,000 Jing Xu 1,560,000 Ming Xu 1,560,000 Liping Guo 1,040,000 Xiurong Zhi 1,560,000 Lanming Wang 1,560,000 Billion Charm Group Limited 2,158,000 Acme Energy International Limited 2,158,000 Lian Wen Wang 941,100 Hai Shan Wang 1,600,000 Qi Hui Yao 15,800 Ace Super Limited 2,500,000 Frecalex Limited 64,000 Xiao Qing Li 90,700 Wen Tao Zhu 15,800 Ming Wang 15,800 Yuen Yee Cheung 37,400 Yi Sze Li 776,200 I Min Li 3,800 Feng Rong Bai 8,000 Siu Ting Chan 8,000 Wang Li Wang 800 Danny Wong 6,600 --------------------- 36,400,000 ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired Audited Financial Statements of Excel Empire Limited for the years ended December 31, 2004 and 2003. (to be filed by amendment, by October 16, 2006. 5:00 PM EST) Unaudited Financial Statements of Excel Empire Limited for the quarter ended December 31, 2005. (to be filed by amendment, by October 16, 2006. 5:00 PM EST) (b) Proforma Financial Information Proforma Financial Information (to be filed by amendment, by October 16, 2006. 5:00 PM EST) (d) Exhibits *Exhibit 2.1 Plan of Merger and Reorganization. Dated November 4, 2005. *Exhibit 99.1 Press Release. Dated November 8, 2005. * previously filed on November 10, 2005 on Form 8-K dated November 4, 2005. 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: August 8, 2006. EMPIRE GLOBAL CORP. Per: /s/ KEN CHU ------------------------------ KEN CHU Chief Executive Officer