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): October 3, 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
Based
upon approval of the Company Board of Directors, Euroweb RE Corp (“ERC”), a
wholly-owned subsidiary of Euroweb International Corp. (the “Company”) has
entered into an Operating Agreement on October 3, 2006 with Avi Raccah, an
individual (“Raccah”), to adjust the ownership interest of 846 AR Huntley, LLC,
a California limited liability company (the “Huntley LLC”). Mr. Raccah is a
third party who formerly owned 100% of the Huntley LLC. The Huntley LLC will
develop two multi-family residences, located at 846 Huntley Drive, West
Hollywood, California 90069 (the “Huntley Property”). The Huntley LLC shall be
owned in equal parts by ERC and Raccah. ERC and Raccah will pursue the Huntley
Project as a joint venture under the terms of the Operating Agreement. Yossi
Attia, an executive officer and director of the Company, was appointed as the
sole manager of the Huntley LLC.
The
Huntley LLC purchased the Huntley Property pursuant to a Purchase Agreement
dated July 31, 2006 for approximately $1,250,000. The purchase was paid pursuant
to an All Inclusive Trust Deed pursuant to which the seller has agreed to carry
the financing of the purchase until a substitute loan is obtained. Escrow closed
on the Huntley Property on September 11, 2006. Approval for the development
of
the two multi-family residences was obtained in principal from the City of
West
Hollywood, and construction is due to commence in or around October 2006.
On
October 3, 2006, ERC entered into an Operating Agreement with D’Vora Attia, an
individual (“D’Vora”), to adjust the ownership interest of Stanley Hills LLC, a
Nevada limited liability company (the “Stanley LLC”). The Stanley LLC will
develop three adjacent single family residences located at 2234 and 2240 Stanley
Hills Drive and 2214 N. Merrywood Drive, Los Angeles, California 90046 (the
“Stanley Property”). ERC owns 66.67% of the outstanding interest of the Stanley
LLC. D’Vora owns the remaining interest. D’vora Attia, who owned the Stanley
Property prior to the purchase by the Stanley LLC, is the sister of Yossi Attia.
The structuring of the Stanley LLC was negotiated as an arm length transaction
and was based on a current appraisal received from an independent third party.
ERC and D’Vora will pursue the Stanley Property as a joint venture under the
terms of the Operating Agreement. The Stanley LLC purchased the Stanley Property
pursuant to a Purchase Agreement dated July 1, 2006 for $1,650,000. Yossi Attia,
an executive officer and director of the Company, was appointed as the sole
manager of the Stanley LLC. Stanley LLC has obtained a letter of intent from
a
commercial bank to provide the construction loan to the Stanley Project.
On
October 3, 2006, ERC entered into a single member Operating Agreement to form
Lorraine Properties, LLC, a Nevada limited liability company (the “Lorraine
LLC”). The Lorraine LLC will develop two adjacent properties located at 678 and
686 Lorraine Blvd., Los Angeles, California 90005 (the “Lorraine Property”). The
Lorraine LLC is owned 100% by ERC. ERC purchased the Lorrain Property from
a
third Party - Zamir Investments LLC, for an aggregate purchase price of
approximately $3,000,000. The Lorraine LLC is undertaking to develop an
apartment or condominium building containing up to 17 multifamily units on
the
Lorraine Property. Yossi Attia, an executive officer and director of the
Company, was appointed as the sole manager of the Lorraine LLC.
ERC
has
entered into agreements in connection with the purchase of property located
at
360 N. Harper Ave., Los Angeles, California 90048 (the “Harper Property”). The
Harper Property was purchased from Muriel Colman, Trustee of the Muriel Colman
Living Trust dated 10/31/98, an unaffiliated third party, for approximately
$1,000,000 and Escrow Instructions have been executed. Escrow was closed on
September 27, 2006. Further, ERC has entered into a binding Letter of Intent
with EastWest Bank dated September 20, 2006 to provide construction financing
for a single family residence located on the Harper Property. ERC will directly
develop the Harper Property.
Item
9.01 Financial Statement and Exhibits
Exhibit
No.
|
Exhibit
Description
|
|
|
10.1
|
Limited
Liability Company Operating Agreement of 846 AR Huntley LLC, a California
limited liability company
|
|
|
10.2
|
Limited
Liability Company Operating Agreement of Stanley Hills LLC, a Nevada
limited liability company
|
|
|
10.3
|
Limited
Liability Company Operating Agreement of Lorraine Properties, LLC,
a
Nevada limited liability company
|
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.
Name:
Yossi Attia
Title:
Chief Executive Officer
Date:
October
3, 2006
Beverly
Hills, California