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): April 25, 2007
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
|
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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1061
½
N.
Spaulding Ave., Los Angeles CA 90046
(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
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Euroweb
International Corp.
(former
name or former address, if changed since last report)
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
4.01 Change
in Registrants Certifying Accountant
On
April
25, 2007 (the “Resignation Date”), Deloitte Kft. (the “Former Auditor”) advised
Emvelco Corp. (the “Company”) that it has resigned as the Company’s independent
auditor. The Former Auditor
performed the audit for the one year period ended December 31, 2005, which
report for the one year ended December 31, 2005 did not contain any adverse
opinion or a disclaimer of opinion, nor was it qualified as to audit scope
or
accounting principles. During the Company’s two most recent fiscal years and
during any subsequent interim period prior to the Resignation Date, there
were
no disagreements with the Former Auditor, with respect to accounting or auditing
issues of the type discussed in Item 304(a)(iv) of Regulation S-B.
Prior
to
the Resignation Date, the Former Auditor advised the Company that it had
raised
certain issues relating to the accounting of Emvelco Re Corp. (“ERC”). The
Company presently owns 43.33% of the oustanding securities of ERC. The Former
Auditor believes that this communication is a disclosable event pursuant
to Item
304(a)(v). The issues raised by the Former Auditor related to the recording
of
the cost of real estate purchased by Verge Living Corporation (“VLC”)(a wholly
owned subsidiary of ERC), the production of records relating to loans made
to
VLC and the valuation of land in connection with Lorraine LLC (a wholly owned
subsidiary of ERC). Management of the Company disagrees with the aforementioned
statements and believes that it has adequately explained each of the above
inquires made by the Former Auditor. Further, prior to being advised of the
above issues, the Company maintained that ERC and its subsidiaries do not
need
to be consolidated in the Company’s financial statements, which such position
was subsequently confirmed by a detailed analysis by management and an
independent third party consultant of the accounting pronouncements governing
consolidation.
The
Company provided the Former Auditor with a copy of this disclosure and the
Former Auditor. The Former Auditor has advised that it intends to furnish
a
letter to the Company, addressed to the SEC, stating that it agreed with
the
statements made herein or the reasons why it disagreed. The letter from the
Former Auditor will be filed as an amendment to this Form 8-K.
Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
statements of businesses acquired.
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Not
applicable
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(b)
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Pro
forma financial information.
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Not
applicable
(c)
Shell
company transactions.
Not
applicable
(d)
Exhibits
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Exhibit
No.
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Description
of Exhibit
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16.1
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Letter
from Deloitte Kft. (to be filed by
amendment)
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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: April
30, 2007 |
|
|
Beverly
Hills, California
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