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 event reported): July 19, 2007
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
|
Delaware
|
001-12000
|
13-3696015
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
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
July
23, 2007, Emvelco Corp. (the “Company”), finalized its second agreement with
Appswing Ltd. (the “Appswing Agreement”). The Appswing Agreement effectuates
certain of the terms and provisions set forth in the first agreement (the “First
Agreement”) with Upswing Ltd. (sic) (translated from Hebrew in the first
agreement as “Upswing” and in the Appswing Agreement as “Appswing”). The First
Agreement was entered into on June 5, 2007 and reported on the Company’s Form
8-K filed June 11, 2007. The First Agreement was entered into by and between
the
Company and Darrin Dunckel (chief executive officer of Emvelco RE Corp., a
former subsidiary of the Company), and Appswing (translated as Upswing). The
Appswing Agreement was entered into by and between AP Holdings Ltd. (“AP
Holdings”) and the Company (the “Investors”) and Appswing Ltd. (“Appswing”). The
brother of the chief executive officer of the Company is an equity owner in
AP
Holdings.
Pursuant
to the Appswing Agreement, and as contemplated in the First Agreement, Appswing
purchased control of an entity traded on the Tel-Aviv Stock Exchange named
Kidron Industrial Holdings Ltd. (“Kidron”). The Investors and Appswing will
effectuate a transaction (the “Transaction”) pursuant to which the Investors
will acquire 72% of Kidron (to be allocated between the Investors as follows:
60% to the Company, and 40% to AP Holdings), in exchange for the transfer of
the
rights to certain real estate projects in Las Vegas and Croatia to Kidron.
Appswing, among other items, will advise the Investors on the steps necessary
to
effectuate the Transaction. Following the closing of the Transaction (the
“Closing”), Kidron will undertake a financing to raise additional capital (the
“Financing”).
Appswing
will receive up to $1,000,000 (plus value added tax as applicable) in
consideration from the Investors, payable as follows: (a) $250,000 paid to
Appswing in June 2007 under the First Agreement (all of which was paid by the
Company) (which shall be repayable with 12% interest if the Transaction does
not
close by September 2007 as a result of a breach by Appswing) and (b) $750,000
at
the completion of the Financing.
In
addition, upon the Closing, the Investors will purchase additional shares of
Kidron, equal to approximately 4% of the outstanding shares of Kidron (to be
allocated between the Investors as follows: 60% to the Company and 40% to AP
Holdings) from Appswing, for $3,250,000, payable as follows: (a) $1,250,000.00
upon Closing, and (b) $2,000,000.00 within 30 days of Closing.
If
the
Investors elect not to effectuate the Transaction, the Appswing Agreement will
be terminated, and the Company’s $250,000 initial payment made in June 2007 will
be forfeited.
On
July
19, 2007, as contemplated in the Appswing Agreement, the Company also entered
into an agreement by and between Kidron, on the one side, and the Investors,
on
the other side (the “Kidron Agreement”). The Kidron Agreement provides that the
Investors will transfer certain interests in real estate projects in Las Vegas
and Croatia to Kidron in consideration of shares of Kidron, equal to 72.11%
of
the issued capital stock of Kidron. The shares will be allocated between the
Investors as follows: 60% to the Company and 40% to AP Holdings. Further, Kidron
will issue to Appswing shares of Kidron, which shall constitute 13.66% of the
issued capital stock of Kidron.
The
closing of the Kidron Agreement is subject to the completion of due diligence
by
the Investors and other conditions, including the approval of an agreement
pursuant to which Mr. Yossi Attia, chief executive officer of the Company,
will
serve as chief executive officer of Kidron, and the approval of an agreement
pursuant to which Mr. Shalom Attia, Mr. Yossi Attia’s brother, will serve as
Vice President to Kidron’s operations in Europe. Mr. Yossi Attia will continue
to serve as the chief executive officer of the Company.
The
Board
of Directors of the Company has approved the Appswing Agreement and the Kidron
Agreement and ratified the transactions thereunder. Yossi Attia abstained with
respect to the votes.
| Item
9.01 |
Financial
Statements and Exhibits
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
10.1
|
Appswing
Agreement
|
|
10.2
|
Kidron
Agreement
|
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 |
| |
Name:
Yossi Attia |
| |
Title:
Chief Executive Officer |
Beverly
Hills, California