10990
Wilshire Blvd., Suite 1220
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Los
Angeles, CA
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90024
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large accelerated filer
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o
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Accelerated Filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Title Of Securities To Be
Registered
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Amount
To Be Registered (1)
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Proposed
Maximum Offering Price
Per Share (2)
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Proposed Maximum
Aggregate
Offering Price (2)
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Amount Of
Registration Fee (2)
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||||||
Common
Stock, $.001 par value per share
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541,032
shares
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$
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1.25
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679,290
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$
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26.58
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(1) |
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares
of Common Stock attributable to these registered shares which become
issuable under the 2004 Incentive Stock Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant’s receipt of consideration which results
in an increase in the number of the outstanding shares of the Registrant’s
Common Stock .
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(2) |
Estimated
solely for purposes of calculating the registration fee pursuant
to Rule
457(c) and Rule 457(h) under the Securities Act of 1933. The
above calculation is based on the last reported price as reported
on the
Over the Counter Bulletin Board on July 8, 2008, which was $1.25
per
share.
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(a) |
The
Registrant’s Annual Report on Form 10-KSB as of and for the year
ended December 31, 2007, filed with the Commission on April 14, 2008;
and
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(b) |
The
Registrant’s Current Reports on Form 8-K and 8-K/A filed with the
Commission on May 5, 2008, May 7, 2008, May 9, 2008, May 14, 2008,
June
10, 2008, June 13, 2008, June 17, 2008, July 2, 2008 and July 8,
2008;
and
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(c) |
The
Registrant’s Quarterly Report on Form 10-Q as of and for the quarter
ended March 31, 2008, filed with the Commission on May 20, 2008;
and
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(d) |
The
description of the Common Stock contained or incorporated in the
registration statements filed by the Registrant under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendments or reports filed for the purpose of updating such
description.
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Exhibit Number
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Description
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4.1
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2004
Incentive Stock Plan (1)
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5.1
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Opinion
of Law Offices of Stephen M. Fleming PLLC.
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23.1
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Consent
of Robison, Hill & Co.
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23.2
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Consent
of Law Offices of Stephen M. Fleming PLLC.
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24.1
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Power
of Attorney (included in signature
page)
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(1) |
The
undersigned Registrant hereby
undertakes:
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(a) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i) |
To
include any prospectus required by section 10(a)(3) of the Securities
Act;
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(ii) |
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) and
any
deviation from the low or high and of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
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(iii) |
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(b) |
That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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(c) |
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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(2) |
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration statement
shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be
deemed to be the initial bona fide offering
thereof.
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(3) |
Insofar
as indemnification for liabilities arising under the Securities Act
may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer
or
controlling person in connection with the securities being registered,
the
Registrant will, unless in the opinion of its counsel the matter
has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final
adjudication of such issue.
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EMVELCO
CORP.
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By:
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/s/ Yossi
Attia
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Yossi
Attia
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Chief
Executive Officer and Director
(Principal
Executive and Financial
Officer)
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TITLE
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DATE
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By:
/s/ Yossi Attia
Yossi
Attia
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Chief
Executive Officer and Director
(Principal
Executive and Financial Officer)
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July
24, 2008
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By:
Stewart
Reich
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Chairman
of the Board and Director
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July
24, 2008
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By:
/s/ Gerald Schaffer
Gerald
Schaffer
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Director
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July
24, 2008
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By:
/s/ Ilan Kenig
Ilan
Kenig
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Director
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July
24, 2008
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By:
/s/ Darren C Dunckel
Darren
C Dunckel
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Director
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July
24, 2008
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Exhibit
Number
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Description
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4.1
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2004
Incentive Stock Plan
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|
|
|
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5.1
|
Opinion
of Law Offices of Stephen M. Fleming PLLC.
|
|
23.1
|
Consent
of Robison, Hill & Co.
|
|
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||
23.2
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Consent
of Law Offices of Stephen M. Fleming PLLC.
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24.1
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Power
of Attorney (included in signature
page)
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