Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of
Report (Date of earliest reported): June 5, 2007
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
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Delaware
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001-12000
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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
N.
Camden Drive, Suite 315, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 285-5350
Copies
to:
Gregory
Sichenzia, Esq.
Stephen
M. Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
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
On
June
5, 2007, Emvelco Corp. (the “Company”), the Company’s chief executive officer
Yossi Attia, and Darren Dunckel (chief executive officer of Emvelco RE Corp.,
a
former subsidiary of the Company) (collectively, the “Investors”) entered into
an Agreement (the “Agreement”) with a third party, Upswing, Ltd. (“Upswing”).
Pursuant to the Agreement, the Investors intend to invest in an entity listed
on
the Tel Aviv Stock Exchange (the “Investment Target”). In addition, the
Investors intend to transfer rights and control of various real estate projects
to the Investment Target.
Upswing
has agreed to locate the Investment Target. The Investors and the Investment
Target will then effectuate a transaction, pursuant to which the Investors
and/or the Investors’ affiliates will acquire 76% of the Investment Target in
consideration of the transfer of the rights to the various real estate projects
to the Investment Target (the “Transaction”). Upswing, among other items, will
advise the Investors on the steps necessary to effectuate the contemplated
transfer of rights to real estate projects to the Investment
Target.
Upswing
will receive up to $2,250,000 in consideration from the Investors, $250,000
of
which was advanced upon execution of the Agreement (which shall be repayable
with 12% interest if the Transaction does not close by September 2007 as a
result of a breach by Upswing) and $2,000,000 shall be payable upon the closing
of the Transaction. However, if the Investment Target is in the process of
entering a financing, then $1,000,000 of the second payment shall be delayed
until the closing of the financing. Of the $250,000 paid by the Investors to
Upswing upon execution of the Agreement, the Company advanced $250,000 on June
5, 2007.
The
Board
of Directors of the Company approved the Agreement and authorized Mr. Attia
to
execute the Agreement. Mr. Attia abstained from voting on this
matter.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
of Exhibit
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10.1
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Agreement,
dated as of June 5, 2007, among Emvelco Corp., Yossi Attia, Darren
Dunckel, and Upswing, Ltd.
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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. |
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By: |
/s/ YOSSI
ATTIA |
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Name:
Yossi Attia |
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Title:
Chief Executive Officer |
| Date: |
June 11, 2007 |
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Beverly
Hills, California
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