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): December 31, 2006
EUROWEB
INTERNATIONAL 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
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 of Disposition of Assets
Euroweb
International Corp. (“Euroweb”) and its subsidiary Emvelco RE Corp., a Nevada
corporation (f/k/a Euroweb RE Corp.) (“ERC”), entered into an
Agreement and Plan of Exchange (“Exchange Agreement”) dated December 31,
2006 with Verge Living Corporation, a Nevada corporation (“Verge”) and its sole
shareholder, The International Holdings Group Ltd. (“THIG”). The Exchange
Agreement closed on December 31, 2006. Pursuant to the Exchange Agreement,
ERC
issued shares to THIG in exchange for 100% of the outstanding securities of
THIG. After the exchange, Euroweb owns 43.33% of ERC and THIG owns 56.67%.
Verge
became a wholly-owned subsidiary of ERC.
Verge
is
the owner of real property in downtown Las Vegas, Nevada, where it intends
to
build 296 condominiums plus commercial space. On June 19, 2006, ERC entered
into
an Investment Agreement with Verge, pursuant to which ERC, within its sole
discretion, has agreed to provide secured loans to Verge not to exceed the
amount of $10,000,000.
Item
9.01 Financial Statement and Exhibits
(a)
Financial
statements of business acquired
Not
applicable
(b) Pro
forma
financial information
To
be
filed by amendment
(c) Shell
company transactions
Not
applicable
(d) Exhibits
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Exhibit
No. |
Exhibit
Description |
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10.1 |
Agreement
and Plan of Exchange dated December 31,
2006
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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.
| EUROWEB
INTERNATIONAL CORP. |
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| By:
/s/ YOSSI ATTIA |
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Name:
Yossi
Attia
Title: Chief Executive Officer |
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| Date: January
5, 2007 |
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Beverly
Hills, California
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