UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2005
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)
123 COMMERCE VALLEY DRIVE EAST, SUITE 300,
THORNHILL, ONTARIO L3T 7W8
(Address of principal executive offices)
(905) 882-0221
(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 October 27, 2005, Empire Global Corp. (formerly Tradestream Global Corp.,
formerly Vianet Technology Group Limited) (the "Company") entered into a Plan
of Merger and Reorganization with 501 Canada Inc. ("501"), an Ontario
corporation, pursuant to which the Company, through its wholly-owned subsidiary
Empire Global Acquisition Corp., an Ontario corporation ("EGAC"), will merge
with 501, with EGAC as the surviving entity. The shareholder of 501 will
receive exchangeable shares of EGAC, which are exchangeable for 6,240,000
shares of common stock of the Company.
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, which is included as Exhibit 2.1 hereto.
A copy of the press release issued by Empire Global Corp. is attached hereto
as Exhibit 99.1
ITEM 2.01 - ACQUISITION OR DISPOSITION OF ASSETS
The Company, on October 31, 2005, completed the acquisition of 501 Canada Inc.
("501"), an Ontario corporation, through merger of the Company's wholly-owned
subsidiary, Empire Global Acquisition Corp., an Ontario corporation ("EGAC"),
with 501, with EGAC as the surviving entity. As a result of the merger, the
former shareholder of 501 received exchangeable shares of EGAC, which are
exchangeable for 6,240,000 shares of common stock of the Company.
501 Canada Inc. owns and operates two revenue-producing commercial real estate
properties in Toronto, Canada. The first property, located at 501 Alliance
Avenue, is 3.81 acres in size with 318,703 sq. ft. of office space; and the
second property, located at 3025 Kennedy Road, has 27,700 sq. ft. of office
space.
There are no material relationships, other than in respect to the transaction,
between the shareholder of 501 and the Company and its affiliates, or any of
its officers or directors, or any associate of such officers or directors.
Herein, the Company has filed audited financial statements of 501 Canada Inc.
for the years ended December 31, 2004 and 2003 and the unaudited financial
statements of 501 Canada Inc. for the nine months ended September 30, 2005
and proforma financial information as Exhibits 20.1, 20.2 and 20.3
respectively. Exhibits 20.2 and 20.3 have been amended based on adjustments
made during our quarterly review and are included herein.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Audited Financial Statements of 501 Canada Inc.
for the years ended December 31, 2004 and 2003.
(previously filed in earlier Form 8K/A - Amendment No.1 as Exhibit 20.1)
Unaudited Financial Statements of 501 Canada Inc.
for the nine months ended September 30, 2005
(amended and filed herein as Exhibit 20.2)
(b) Proforma Financial Information
Proforma Financial Information
(amended and filed herein as Exhibit 20.3)
(c) Exhibits
Exhibit 2.1* Plan of Merger and Reorganization.
Dated October 27, 2005.
Exhibit 20.1* Audited Financial Statements of 501 Canada Inc.
for the years ended December 31, 2004 and 2003.
Exhibit 20.2 Unaudited Financial Statements of 501 Canada Inc.
for the nine months ended September 30, 2005.
Exhibit 20.3 Proforma Financial Information
Exhibit 99.1* Press Release. Dated October 31, 2005.
* previously filed in earlier Form 8K/A - Amendment No.1
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: November 18, 2005 EMPIRE GLOBAL CORP.
Per: /s/ Kalson G.H. Jang
------------------------------
KALSON G.H. JANG
Chairman
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1* Plan of Merger and Reorganization. Dated October 27, 2005
20.1* Audited Financial Statements of 501 Canada Inc.
for the years ended December 31, 2004 and 2003.
20.2 Unaudited Financial Statements of 501 Canada Inc.
for the nine months ended September 30, 2005.
20.3 Proforma Financial Information
99.1* Press Release. Dated October 31, 2005.
* previously filed in earlier Form 8K/A - Amendment No.1