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): November 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
On
November 15, 2007, Emvelco Corp. (the “Company”) entered into a Settlement and
Release Agreement and Amendment No. 1 (the “Amendment”) to that certain
Term Sheet Agreement (the “Agreement”) which was entered into by and between
Dr. Danny Rittman (“Rittman”) and the Company and which the Amendment is
entered into by and between the same parties. Pursuant to the Agreement, the
Company was obligated to fund Micrologic, Inc. (“Micrologic”) $1 million
and has funded $400,000 to date. Pursuant to the Amendment, the Company shall
only be required to fund an additional $50,000 for a total investment of
$450,000, and shall receive ten percent (10%) equity ownership in Micrologic.
The Amendment also contains a settlement and release clause releasing the
parties from any further obligations to each other.
The
majority of the Board of Directors of the Company has approved the Amendment
and
ratified the transactions thereunder with Ilan Kenig abstaining from the vote.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
of Exhibit
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10.1
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Settlement
and Release Agreement and 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 |
|
|
Name:
Yossi Attia
Title:
Chief Executive Officer
|
| |
|
Date:
November
19, 2007
Beverly
Hills, California