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): October 15, 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
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
October 15, 2007, Emvelco Corp. (the “Company”) delivered that certain Notice of
Exercise of Option (“Notice”) to Emvelco RE Corp., a Nevada corporation (“ERC”).
Pursuant
to the Notice, the Company exercised the option (the “Option”) to purchase that
certain property which consists of a multi-use condominium and commercial
property in Las Vegas, Nevada (the “Verge Project”). The Company initially
acquired the Option pursuant to that certain Investment Agreement, dated
as of
June 19, 2006 (the “Investment Agreement”), between AO Bonanza Las Vegas, Inc.
(currently known as Verge Living Corporation (“Verge”)) and the Company. The
Option is exercisable in the amount of Fifteen Million Dollars ($15,000,000)
payable by combination of (i) conversion of $10,000,000 in outstanding loan
amounts owing to the Company under the Investment Agreement to Verge equity,
plus (ii) Five Million ($5,000,000) in funds (collectively, the “Option Price”)
due upon the date that Verge undertakes groundbreaking on the Verge Project.
Pursuant to the conversion of the loan to Verge equity, Verge will become
a
wholly owned subsidiary of the Company and the Verge Project will be transferred
and owned by the Consequently, as reported on the Company’s Form 8Ks filed July
20, 2007 and July 26, 2007, the Shares of Verge will be transferred and conveyed
to Kidron Industrial Holdings, Ltd., a public company listed on the Tel-Aviv
Stock Exchange (“Kidron”) as partial consideration for the Company receiving a
43% interest in Kidron. Further, pursuant to the Notice, the Option transaction
including payment of the Option Price must close on or prior to
December 31, 2007 or the Option will expire.
The
Board
of Directors of the Company has approved the Notice and ratified the
transactions thereunder pursuant to a Consent of the Board of Directors dated
October 12, 2007; except that Yossi Attia, Chief Executive Officer of the
Company and Darren Dunckel, President of ERC abstained with respect to the
vote
and ratification of exercise of the Option.
Item
9.01 Financial Statements and Exhibits
|
Exhibit
No.
|
Description
of Exhibit
|
|
10.1
|
Notice
of Exercise of Option
|
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.
| |
|
|
| |
EMVELCO
CORP. |
|
|
|
| |
By: |
/s/
YOSSI ATTIA |
| |
Name:
Yossi Attia |
| |
Title:
Chief Executive Officer |
| Date: |
October 19, 2007
Beverly
Hills, California
|