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): August 30, 2006
EUROWEB INTERNATIONAL 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 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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On August 30, 2006, Euroweb International Corp. (the "Company"), entered into
the following two agreements:
1. A general purpose Joint Venture Agreement by and between the Company
and Ashfield Finance LLC, a Delaware Corporation to form, develop
and initially fund EA Emerging Ventures Corp ("EVC"), a Nevada
Corporation which is a Joint Venture between the Company and
Ashfield Finance LLC ("Ashfield") for the purpose of identifying
Electronic Design Automation ("EDA") and IT development projects and
possible real estate properties related thereto and other business
ventures and investments. EA Emerging Ventures Corp. is owned 50% by
the Company and 50% by Ashfield. The Company shall provide the
initial funds for implementation of the business purposes of the
Joint Venture and shall be entitled to a first priority return on
any proceeds or income received by the Joint Venture. Ashfield shall
provide services in the area of business, finance and taxation
advice and has entered into a Consulting Agreement with EVC
regarding these services. In consideration for such services, EVC
shall receive its 50% interest as well as a payment of $10,000 per
month.
2. Subsequently, as the first transaction in connection with the Joint
Venture with Ashfield Finance as set forth in (1) above, a Term
Sheet to be formally documented in a Joint Venture Agreement with
associated exhibits, License Agreement and Warrants by and between
the Company and Dr. Danny Rittman in connection with the formation
and joint venture and initial funding of Micrologic, Inc., a Nevada
corporation, for the design and production of EDA applications and
Integrated Circuit ("IC") design processes; specifically, the
development and production of the NanoToolBox(TM) tools suite which
shortens the time to market factor. NanoToolBox(TM) is a smart
platform that is designed to accelerate IC's design time and shrink
time to market factor. IC design firms will have the capability to
produce more IC's in less time. The Term Sheet provides for an
initial investment by the Company of up to $1,000,000, with Warrants
to purchase additional equity for additional investment. Initially,
the Company will own 25.1% and Dr. Rittman will own 74.9% of
Micrologic, Inc. but such equity positions would be revised
depending upon the exercise of the Warrants. Micrologic, Inc. will
enter into a License Agreement with Dr. Danny Rittman which grants
Micrologic, Inc. the right to technology invented, owned and
registered by Dr. Rittman. Upon execution of the final Joint Venture
Agreement of Micrologic, Inc. between the parties, a subsequent Form
8K will be filed.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
10.1 Joint Venture Agreement by and between Ashfield Finance LLC
and Euroweb International Corp.
10.2 Consulting Agreement by and between Ashfield Finance LLC and
EA Emerging Ventures Corp
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.
By: /s/ YOSSI ATTIA
------------------------------
Name: Yossi Attia
Title: Chief Executive Officer
Date: August 31, 2006
Beverly Hills, California