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 event reported): August 20, 2008
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
|
Delaware
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001-12000
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13-3696015
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
9107
Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 461-3559
With
a
copy to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110
Wall
Street, 11th
Floor
New
York,
New York 10005
T:
516.833.5034
F:
516.977.1209
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
8.01
Other
Items
On
August
20, 2008, EMVELCO Corp. (the “Company”) entered into that certain term sheet
with Ahmet Sahap Unlu (“Unlu”) pursuant to which the Company and Unlu agreed to
enter into a joint venture to develop certain specific identified chromium
opportunities located in the Gaziantep Province of southern Turkey (the
“Gaziantep Property”). The parties will establish a Turkey limited liability
company which will be 80% owned by the Company and 20% owned by Unlu. Unlu
will
contribute a lease on the Gaziantep Property and the Company shall serve as
the
manager and will develop a work program to exploit the Gaziantep Property as
well as fund all operations. The Company will issue Unlu 10,000,000 shares
of
common stock, which will have piggyback registration rights in the event of
a
fully registered underwritten offering, as well as warrants to purchase
10,000,000 shares of common stock in consideration for contributing the lease
to
the join venture. The warrant shall be exercisable for a period of four years
at
an exercise price of $1.80 per share. The Company will also reimburse Unlu
$25,000 for legal expenses and expenses associated with updating a report on
the
property.
The
above
joint venture is subject to the drafting and negotiation of a final definitive
agreement, performing due diligence as well as board approval of the Company.
There is no guarantee that the company will be able to close the above joint
venture or that the joint venture will be closed on the above stated terms.
The
Company is required to complete its due diligence by August 31, 2008 and will
have exclusive negotiation rights regarding the property through September
28,
2008.
Based
on
the Company’s preliminary review of the Gaziantep Property, the Company believes
that the Gaziantep Property is covered by a 10 year lease ending in 2013, which
can be renewed if actual mining is taking place. The lease right covers
approximately 918 acres. Based on preliminary reserve report, which is subject
to the Company due diligence, there are proven reserves of about 135,000 metric
tons and probable reserves of about 135,000 metric tons. The Company
intends to use open pit production mode, with potential of production at the
rate of 15,000 metric tons annually.
Chromium
is used in stainless steel production. The Company believes recent chromium
ore
prices have ranged from $600 to $700 per metric ton for Turkish
producers.
Upon
successful closing of the above transaction, the Company will
grant TransGlobal Financial LLC, a California limited liability company
(“TransGlobal”), a 20% carried interest, as disclosed by the company filling on
Form 8-K on July 17, 2008. Mr. Mike Mustafoglu, the Chairman of the Board of
Directors of the Company, is an executive officer, director and shareholder
of
Transglobal.
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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By: |
/s/
ROBIN ANN
GORELICK |
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Name: |
Robin Ann Gorelick |
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Title: |
Secretary |
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| Date: |
August
25, 2008
Beverly Hills, California
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