UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of
Report (Date of earliest reported): February 16, 2007
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
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Delaware
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1-1200
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13-3696015
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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468
North
Camden Drive Suite 256(I) Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310)
860-5697
Copies
to:
Gregory
Sichenzia, Esq.
Stephen
M. Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 Instructions A.2. below):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
February 16, 2007, EMVELCO Corp. (the “Company”), formerly Euroweb International
Corp., entered into a Sale and Purchase Agreement (the “Agreement”) with
Marivaux Investments Limited, a company registered under the laws of Cyprus
(“MIL”) and Fleminghouse Investments Limited (“FIL” and collectively with MIL,
the “Buyers”). Pursuant to the Agreement, the Company sold, and the Buyers
purchased, 100% of the Company’s interest in Navigator Informatika Rt.
(“Navigator”), a wholly-owned subsidiary of the Company. The purchase price paid
to the Company is $3,200,000 in cash and the transfer to the Company of 622,531
Company shares held by the Buyers for cancellation. The closing of the sale
of
Navigator occurred on February 16, 2007. Except for the fact that the Buyers
were each shareholders of the Company prior to close, no material relationship
exists between the Buyers and the Company and/or its affiliates, directors,
officers or any associate of an officer or director.
Navigator
provides information technology outsourcing services in Hungary.
Item
9.01 Financial
Statements and Exhibits
(a)
Financial
Information of Business Acquired
Not
applicable.
(b) Proforma
Financial Information
Unaudited
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2006
(attached hereto following the signature page)
Unaudited
Pro Forma Condensed Consolidated Statement of Operations for the Nine Months
ended September 30, 2006 (attached hereto following the signature page)
Unaudited
Pro Forma Condensed Consolidated Statement of Operations for the Year ended
December 31, 2005 (attached hereto following the signature page)
(c) Exhibits
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Exhibit
No.
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Description
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10.1
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Sale
and Purchase Agreement entered by and between Marivaux Investments
Limited, Fleminghouse Investments Limited and EMVELCO Corp.
(1)
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| _________________________________ |
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(1)
Incorporated by reference to the Form 8K Current Report filed February
20,
2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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EMVELCO CORP.
By:
/s/ Yossi
Attia
Name:
Yossi Attia
Title:
Chief Executive Officer
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Date:
February
23, 2007
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