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 event reported): April 29, 2008
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.)
|
1061
½
N.
Spaulding Ave., Los Angeles, CA 90046
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (323) 822-1750
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
April
29, 2008, Emvelco Corp. (the “Company”) entered into Amendment No. 1 (“Amendment
No. 1”) to that certain Share Exchange Agreement between the Company and
Trafalgar Capital Specialized Investment Fund, which was previously reported
by
the Company on Form 8-K
on
February 6, 2008.
Trafalgar Capital Specialized Investment Fund is an investment fund registered
in Luxembourg as represented by its general partner, Trafalgar Capital Sarl,
(collectively, “Trafalgar”). Specifically, the Amendment refers to certain
shares of stock of the Atia Group f/k/a Kidron Industrial Holdings, Ltd. (“Atia
Group”), of which Emvelco Corp. (the “Company”) is a principal shareholder,
which were to be issued pursuant to a Committed Equity Facility Agreement
(“CEF”) (of which the Company is not a party) (the “Implementation Shares”).
Amendment
No. 1 states that due to the fact that the Israeli Securities Authority (“ISA”)
delayed the issuance of the Implementation Shares issuable from the Atia Group
to Trafalgar, that the Share Exchange Agreement shall not apply to 69,375,000
of
the Implementation Shares issuable under the CEF. All other terms of the Share
Exchange Agreement remain in full force and effect.
The
aforementioned transactions as set forth under a non-binding term sheet were
reported on the Company’s Form 8K on December 5, 2007 and the reporting as
to the CEF and Share Exchange Agreement on the Company’s Form 8K on February 6,
2008.
Trafalgar
is an unrelated third party comprised of a European Euro Fund registered in
Luxembourg. The Company, its subsidiaries, officers and directors are not
affiliates of Trafalgar.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit
No.
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Description
of Exhibit
|
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10.1
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Share
Exchange Agreement - Amendment No.
1
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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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|
|
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By: /s/ YOSSI
ATTIA |
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Title: Chief Executive
Officer
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| Date: |
May 2, 2008 |
|
|
Los
Angeles, California
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