UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EMVELCO CORP.
(formerly Euroweb International Corp.)
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
29247A109
(CUSIP Number)
KSD PACIFIC, LLC
c/o Elliot H. Lutzker, Esq.
Phillips Nizer LLP
666 Fifth Avenue, New York, New York 10103-0084
(212) 977-9700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 21, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 29247A109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
CORCYRA d.o.o. - None
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Croatia
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*See following page
- 2 -
CUSIP No. 29247A109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
KSD Pacific, LLC - 20-5478852
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF (See Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,326,043*
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,326,043*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,326,043*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5% (Based on an outstanding number of shares of common stock of
4,698,944 as of May 30, 2007.)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
* See following page
- 3 -
CUSIP No. 29247A109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Yossi Attia - None
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF (See Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Israel (dual citizenship).
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
50,000
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,326,043*
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 50,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,326,043*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,376,043*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.5% (Based on an outstanding number of shares of common stock of
4,698,944 as of May 30, 2007.)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
* See following page
- 4 -
* This Amendment No. 4 amends and supplements Items 1-7 of the Statement on
Schedule 13D, as amended, filed by Corcyra d.o.o., a Croatia company,
("CORCYRA"), KSD Pacific, LLC, a Nevada corporation ("KSD"), and Yossi Attia, a
United States and Israeli citizen (the "Reporting Persons"), with respect to the
shares of common stock, par value $.001 per share (the "Common Stock") of
Emvelco Corp., formerly known as Euroweb International Corp., a Delaware
corporation ("Emvelco"). This is an exit filing for CORCYRA.
Pursuant to the Stock Purchase Agreement dated as of January 28, 2005 (the
"Purchase Agreement"), by and between CORCYRA d.o.o. ("CORCYRA") and KPN Telecom
B.V. ("KPN"), CORCYRA acquired from KPN, 289,855 shares of common stock of
Euroweb International Corp., now known as Emvelco Corp. (the "Issuer").
Subsequently, the parties entered into Amendment No. 1 (the "Amended Purchase
Agreement") dated as of April 28, 2006, to the Purchase Agreement. In accordance
with the terms of the Amended Purchase Agreement, 434,783 shares of the
Remaining Stock was purchased by CORCYRA from KPN paying approximately $3.45 per
share. Pursuant to Amendment No. 2, dated as of December 1, 2006, to the KPN
Purchase Agreement ("Second Amended Purchase Agreement"), CORCYRA and KPN agreed
to split the purchase of the remaining 1,601,405 shares of Common Stock into two
tranches rather than purchasing all of the remaining stock in one tranche. In
accordance with the terms of the Second Amended Purchase Agreement, 781,006
shares of the Remaining Stock was purchased by CORCYRA from KPN on December 1,
2006 paying approximately $3.85 per share or an aggregate of $3,000,000. The
balance of the Remaining Stock of 820,399 shares (the "Final Shares") is
currently held in escrow and is scheduled to be purchased by CORCYRA from KPN on
or before July 2, 2007.
As set forth in Amendment Nos. 2 and 3 to this Schedule 13D, KSD Pacific, LLC, a
Nevada limited liability company ("KSD") purchased from Moshe Har Adir all of
the issued and outstanding shares of capital stock of CORCYRA in exchange for
$10,830,377. Yossi Attia, sole officer and director of CORCYRA and sole member
of KSD is chief executive officer and a director of the Issuer.
On June 21, 2007, Mr. Yossi Attia transferred the 1,505,644 shares of common
stock held and registered in the name of CORCYRA to KSD Pacific, LLC and shall
similarly transfer the remaining 820,399 shares of common stock upon attaining
possession pursuant to the terms of the Purchase Agreement, as amended, and
shall execute all documents necessary to effectuate such transfer, including
stock powers (the "Transfer"). In connection therewith, this Amendment No. 4 to
the Schedule 13D is being filed to reflect the removal of CORCYRA as a reporting
person with respect to the securities listed herein. This Transfer is a name
change only and does not result in a change of beneficial ownership pursuant to
Rule 13d-3, promulgated under the Securities Exchange Act of 1934, as amended.
Accordingly, pursuant to Rule 13d-3(d)(1), this Schedule 13D, as amended,
reports beneficial ownership of 49.5% or 2,326,043 shares, consisting of the
1,505,644 shares that KSD now holds as a result of the Transfer (representing
about 32% of the Issuer's issued and outstanding shares as of May 30, 2007) and
the 820,399 shares to be acquired by KSD through its ownership of CORCYRA.
Item 1. Security and Issuer.
This statement on Schedule 13D, as amended (this "Statement") relates to
the common stock, par value $.001 per share ("Common Stock") of Emvelco Corp., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 468 North Camden Drive, Suite 315, Beverly Hills, CA
90210.
- 5 -
Item 2. Identity and Background.
(a) This Statement is being filed by KSD Pacific, LLC ("KSD"), Corcyra
d.o.o. ("CORCYRA"), and Yossi Attia ("Mr. Attia") (the sole member of KSD and
the sole officer and director of CORCYRA).
(b) The business address of KSD is: 6327 W. 67th Street, Los Angeles, CA
90048. The business address of CORCYRA is: Valdabeckiput 118, Pula, Croatia
52100. The business address of Mr. Attia is: 1061 1/2 N. Spaulding Avenue, West
Hollywood, CA 90046.
(c) KSD is currently a limited liability company with its principal
business as real estate. CORCYRA is currently a designated single asset company
and is reviewing opportunities to merge or acquire one or more ongoing entities
in order to maximize its resources. KSD is the sole owner of CORCYRA and Mr.
Attia is the sole officer and director of CORCYRA and sole member of KSD; Mr.
Attia is employed by the Issuer in a business that is unrelated to KSD's or
CORCYRA's business other than with respect to its ownership of KSD or CORCYRA.
Mr. Attia is chief executive officer and a director of the Issuer.
(d)-(e) Neither KSD, CORCYRA, nor Mr. Attia has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
(f) KSD is a Nevada corporation. CORCYRA is a Croatia company. Mr. Attia
is a citizen of the United States and Israel and resides in California.
Item 3. Source and Amount of Funds or Other Consideration.
On June 21, 2007, Mr. Yossi Attia transferred the common stock held and
registered in the name of CORCYRA d.o.o.into the name of KSD Pacific, LLC. This
was a "cashless" transfer, as only the record holder of the common stock was
changed from CORCYRA d.o.o to KSD Pacific, LLC. As KSD has and continues to own
and control all of the capital stock of CORCYRA prior to and following the
Transfer, the Transfer does not constitute a change in beneficial ownership
pursuant to Rule 13d-3, promulgated under the Securities Exchange Act of 1934,
as amended.
Item 4. Purpose of Transaction.
The purpose of this Statement is to report a change in the registration of
the common stock of the Issuer's principal shareholder, described as the
Transfer in this Amendment No. 4 to the Schedule 13D. For the avoidance of
doubt, the Transfer shall not constitute a change in beneficial ownership in
accordance with Rule 13d-3, promulgated under the Securities Exchange Act of
1934, as amended.
The Final Shares are being held in escrow pursuant to an Escrow Agreement,
dated as of January 28, 2005, by and between KPN, CORCYRA and JPMorgan Chase
Bank N.A. (the "Escrow Agreement") as last amended pursuant to Amendment No. 2
(the Escrow Amendment) dated as of December 1, 2006 to the Escrow Agreement,
copies of which are attached hereto as Exhibits 4 and 10, respectively, until
the Final Closing Purchase Price is paid in full upon satisfaction of the
closing conditions contained in the Purchase Agreement, as amended, or until the
Purchase Agreement, as amended, is otherwise terminated in accordance with its
terms. See Item 6 of this Schedule for a description of voting rights with
respect to the Final Shares.
- 6 -
References to, and descriptions of, the Purchase Agreement, as amended,
and the Escrow Agreement, as amended, as set forth herein are qualified in their
entirety by reference to the copy of such documents, respectively, included as
Exhibits to this Schedule, and such agreements are incorporated herein in their
entirety where such references and descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Purchase Agreement and the Amended Purchase Agreement,
CORCYRA acquired, and held directly approximately 32% or 1,505,644 shares of
Common Stock of the Issuer prior to the Transfer. Mr. Yossi Attia has indirect
beneficial ownership of the shares of Common Stock of the Issuer that are
directly beneficially owned by KSD following the Transfer. Pursuant to the
Second Amended Purchase Agreement, CORCYRA has agreed to purchase KPN's
remaining 820,399 shares of Common Stock of the Issuer on July 2, 2007.
Accordingly, pursuant to Rule 13d-3(d)(1), this Statement reports beneficial
ownership of 49.5% or 2,326,043 shares, consisting of the 1,505,644 shares of
Common Stock of the Issuer that KSD now owns as a result of the Transfer and the
820,399 shares of Common Stock of the Issuer to be acquired by CORCYRA and
transferred to KSD within 60 days of this Statement. The beneficial ownership
percentages reported above are based upon 4,698,944 shares of Common Stock of
the Issuer issued and outstanding as of May 30, 2007. KSD does not own any other
shares of the Issuer.
Mr. Yossi Attia holds an option to purchase 100,000 shares of Common Stock
of the Issuer exercisable at $3.40 per share, of which 50,000 shares have
already vested at the rate of 25,000 shares on September 22 of 2005 and 2006,
respectively, with the remaining 50,000 shares vesting at a rate of 25,000
shares on September 22 of 2007 and 2008, respectively.
(b) As a result of the Transfer, KSD and Yossi Attia now have shared
disposition and voting power with respect to 1,505,644 shares of Common Stock of
the Issuer which it holds, and CORCYRA shall no longer participate in such
shared disposition and voting power. Pursuant to Rule 13d-3(d)(1), KSD, Yossi
Attia, and KPN also may be deemed to have shared disposition and voting power
with respect to an additional 820,399 shares of Common Stock of the Issuer to be
acquired by KSD through CORCYRA in accordance with the Second Amended Purchase
Agreement.
(c) Other than as provided herein, no other transactions in the Common
Stock of the Issuer were effected by KSD or Yossi Attia in the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Transfer, KSD shall effect its voting and disposition
power of the 1,505,644 shares of Common Stock of the Issuer which are now
registered in the name of KSD. KPN will retain all voting and other rights
associated with the Final Shares and will continue to be the beneficial owner of
the Final Shares until the Final Closing Purchase Price is paid in full; and
provided that all of the conditions set forth in the Purchase Agreement, as
amended, are satisfied or waived. KPN has agreed to vote the Final Shares in
accordance with instructions from CORCYRA (for the purpose of this Item 6 and
with respect to the Final Shares, all references to CORCYRA shall mean KSD's
voting and disposition power as effectuated through CORCYRA pursuant to the
Transfer), so long as such instructions are received sufficiently in advance of
the applicable vote and such voting would not violate applicable law or require
an amendment to any filings by KPN, CORCYRA or KSD with the Securities and
Exchange Commission. Notwithstanding the foregoing, KPN is not obligated to vote
the Final Shares in accordance with CORCYRA's instructions in connection with
any matter (i) proposed by or on behalf of CORCYRA or any of its affiliates that
CORCYRA did not previously disclose to KPN in this Statement, or (ii) as to
which CORCYRA or any of its affiliates would have an interest that is different
from the interests of the other stockholders of the Issuer, such as an interest
that would be of a nature that would have to be disclosed pursuant to Item
1005(d) of Regulation M-A or Item 404 of Regulation S-K, if either of such
provisions were applicable.
- 7 -
Under the Purchase Agreement, as amended, KPN has agreed to request that
the Issuer grant CORCYRA registration rights over the 289,855 shares (the
"Initial Shares") purchased at the Initial Closing which was granted on January
31, 2005 and transfer to CORCYRA at the Final Closing its registration rights
that it acquired pursuant to the Amended and Restated Share Subscription
Agreement dated December 13, 1999, between the Issuer, KPN and certain directors
of the Issuer (the "Subscription Agreement"), a copy of which is attached hereto
as Exhibit 7; provided, however, that in accordance with the terms of the
Subscription Agreement, CORCYRA has undertaken to each of the parties to the
Subscription Agreement in a form satisfactory to them, to be bound by all the
obligations of KPN under the Subscription Agreement. In connection with the
Transfer, and to the extent provided for in the Purchase Agreements, as amended,
these registration rights and the Subscription Agreement shall be transferred
from CORCYRA to KSD.
Other than as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among KSD, CORCYRA, or
Yossi Attia and any other person or entity with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
- 8 -
Item 7. Materials to be Filed as Exhibits.
-------------- --------------------------------------------------------------
Exhibit Number Description
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
1 Stock Purchase Agreement dated as of January 28, 2005, by and
between KPN Telecom B.V. and CORCYRA d.o.o. (incorporated by
reference to Exhibit 1 of Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on
February 8, 2005)
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
2 Amendment No. 1 to the Stock Purchase Agreement dated as of
April 28, 2006 to the Stock Purchase Agreement dated as of
January 28, 2005, by and between KPN Telecom B.V. and CORCYRA
d.o.o. (incorporated by reference from Exhibit 1 of Amendment
No. 15 to Schedule 13D filed by Koninklijke KPN N.V. with the
Securities and Exchange Commission on May 1, 2006)
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
3 Letter dated January 28, 2005 from Moshe Har Adir to KPN
Telecom B.V. (incorporated by reference to Exhibit 2 of
Schedule 13D filed by the Reporting Persons with the
Securities and Exchange Commission on February 8, 2005)
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
4 Escrow Agreement dated as of January 28, 2005 by and between
KPN Telecom B.V., CORCYRA d.o.o. and JPMorgan Chase Bank N.A.
(incorporated by reference to Exhibit 3 of Schedule 13D filed
by the Reporting Persons with the Securities and Exchange
Commission on February 8, 2005)
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
5 Amendment No. 1 dated as of April 28, 2006 to the Escrow
Agreement dated as of January 28, 2005 by and between KPN
Telecom B.V., CORCYRA d.o.o. and JPMorgan Chase Bank N.A.
(incorporated by reference from Exhibit 1 of Amendment No. 15
to Schedule 13D filed by Koninklijke KPN N.V. with the
Securities and Exchange Commission on May 1, 2006)
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
6 Cukierman & Co Consulting Ltd. Proposal dated December 2,
2004. (incorporated by reference to Exhibit 4 of Schedule 13D
filed by the Reporting Persons with the Securities and
Exchange Commission on February 8, 2005)
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
7 Amended and Restated Share Subscription Agreement dated
December 13, 1999 between Euroweb International Corp., KPN
Telecom B.V. and certain directors of Euroweb International
Corp. (incorporated by reference from Exhibit 1 of Schedule
13D of KPN Telecom B.V. filed with the Securities and Exchange
Commission on February 24, 2000)
-------------- --------------------------------------------------------------
- 9 -
-------------- --------------------------------------------------------------
8 Stock Purchase Agreement, dated as of August 31, 2006, by and
between Moshe Har Adir, CORCYRA, d.o.o., a Croatian company
and Shalom Attia, on the one hand; and KSD Pacific, LLC, a
Nevada limited liability company, on the other hand
(incorporated by reference to Exhibit 1 of Amendment No. 2 to
Schedule 13D filed by the Reporting Persons with the
Securities and Exchange Commission on September 5, 2006).
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
9 Amendment No. 2 dated as of December 1, 2006 to the Stock
Purchase Agreement dated as of January 28, 2005, by and
between KPN Telecom B.V. and CORCYRA d.o.o. (incorporated by
reference from Exhibit 1 of Amendment No. 16 to Schedule 13D
filed by Koninklijke KPN N.V. with the Securities and Exchange
Commission on December 5, 2006).
-------------- --------------------------------------------------------------
-------------- --------------------------------------------------------------
10 Amendment No. 2 dated as of December 1, 2006 to the Escrow
Agreement dated as of January 28, 2005, by and among KPN
Telecom B.V., CORCYRA d.o.o and JPMorgan Chase Bank N.A.
(incorporated by reference from Exhibit 2 of Amendment No. 16
to Schedule 13D filed by Koninklijke KPN N.V. with the
Securities and Exchange Commission on December 5, 2006).
-------------- --------------------------------------------------------------
- 10 -
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 21, 2007
CORCYRA d.o.o.
By: /s/ Yossi Attia
-------------------------------------
Yossi Attia, sole officer
KSD Pacific, LLC
By: /s/ Yossi Attia
-------------------------------------
Yossi Attia, sole member
Yossi Attia
By: /s/ Yossi Attia
-------------------------------------
Yossi Attia, individually
- 11 -