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): February 16, 2007
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
|
Delaware
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1-1200
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13-3696015
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer 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):
/_/
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
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
February 16, 2007, EMVELCO Corp. (the “Company”) 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 US $3,200,000 in
cash
and the transfer to the Company of 622,531 shares of the Company 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
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(a) |
Financial
Information of Business Acquired
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(b) |
Proforma
Financial Information
|
| |
|
Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 2006 (to be filed by
amendment) |
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|
Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the Nine Months ended September 30, 2006
(to
be filed by amendment) |
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Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the Year ended December 31, 2005 (to
be filed
by amendment) |
Exhibit
No. Description
|
|
10.1 |
Sale
and Purchase Agreement entered by and between Marivaux Investments
Limited, Fleminghouse Investments Limited and EMVELCO
Corp.
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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 |
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| Date: February
20, 2007 |
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