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): April 26, 2006


                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)


          Delaware                        1-1200                  13-3696015
(State or other jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File Number)          Identification No.)


                       1138 Budapest, Vaci ut 141. Hungary
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: +36-1-8897000


                                   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))
<PAGE>

Item 8.01   Other Events

On April 26,  2006,  a lawsuit  was filed in  Delaware  Court of  Chancery  (the
"Court") by a stockholder of Euroweb International Corp. (the "Company") against
the Company,  each of the Company's  directors and CORCYRA d.o.o., a stockholder
of the Company that beneficially owns 39.81% of the Company's outstanding common
stock of the Company. The Complaint is entitled Laurence Paskowitz v. Csaba Toro
et al.,  C.A. No. 2110-N and was brought  individually  and as a class action on
behalf of certain of the Company's common stockholders  excluding defendants and
their  affiliates.  The  plaintiff  alleges  the  proposed  sale  of 100% of the
Company's  interest in the Company's two Internet and telecom related  operating
subsidiaries (the "Subsidiaries") constitutes a sale of substantially all of the
Company's assets and requires  approval by a majority of the voting power of the
Company's  outstanding  common stock under  Section 271 of the Delaware  General
Corporation  Law. The  plaintiff  also  alleges the  defendants  breached  their
fiduciary  duties  in  connection  with  the  sale of the  subsidiaries  and the
disclosures  contained  in the  proxy  statement  filed on April 24,  2006.  The
plaintiff  applied  for a  temporary  restraining  order  seeking  to enjoin the
special meeting on May 15, 2006.

The  Company  denies any and all  allegations  of  wrongdoing;  however,  in the
interests  of  conserving  resources,  on April 28,  2006,  the  parties  to the
litigation entered into a Memorandum of Understanding  providing for, subject to
confirmatory discovery by plaintiff,  the negotiation of a formal stipulation of
a settlement of the litigation.  Pursuant to the proposed settlement,  the Board
of Directors of the Company has determined to: (i) increase the vote required to
approve the sale of 100% of the  Company's  interest in the  Subsidiaries,  (ii)
revise the disclosure  within the proxy  statement to state that the bonus of up
to US $400,000,  which the Compensation  Committee of the Company had the option
to pay to select members of management, as the Board of Directors had previously
elected  to  terminate   the  ability  to  pay  such  bonus  and  (iii)  provide
supplemental  disclosure as contained in the Supplemental  Proxy Statement to be
mailed to stockholders and filed with the Securities and Exchange  Commission on
May 3, 2006.  The settlement  will provide for dismissal of the litigation  with
prejudice  and is  subject to Court  approval.  As part of the  settlement,  the
Company has agreed to pay an amount of  attorneys'  fees and expenses that is to
be negotiated between the two parties or, lieu of such agreement between the two
parties, will be determined by the Court.


                                   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 CORPORATION


                                      By: /s/ MOSHE SCHNAPP
                                          -----------------------------
                                          Name:  Moshe Schnapp
                                          Title: President

Date: May 2, 2006
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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): April 26, 2006

                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)

          Delaware                        1-1200                  13-3696015
(State or other jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File Number)          Identification No.)

                       1138 Budapest, Vaci ut 141. Hungary
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: +36-1-8897000

                                   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 8.01   Other Events

On April 26,  2006,  a lawsuit  was filed in  Delaware  Court of  Chancery  (the
"Court") by a stockholder of Euroweb International Corp. (the "Company") against
the Company,  each of the Company's  directors and CORCYRA d.o.o., a stockholder
of the Company that beneficially owns 39.81% of the Company's outstanding common
stock of the Company. The Complaint is entitled Laurence Paskowitz v. Csaba Toro
et al.,  C.A. No. 2110-N and was brought  individually  and as a class action on
behalf of certain of the Company's common stockholders  excluding defendants and
their  affiliates.  The  plaintiff  alleges  the  proposed  sale  of 100% of the
Company's  interest in the Company's two Internet and telecom related  operating
subsidiaries (the "Subsidiaries") constitutes a sale of substantially all of the
Company's assets and requires  approval by a majority of the voting power of the
Company's  outstanding  common stock under  Section 271 of the Delaware  General
Corporation  Law. The  plaintiff  also  alleges the  defendants  breached  their
fiduciary  duties  in  connection  with  the  sale of the  subsidiaries  and the
disclosures  contained  in the  proxy  statement  filed on April 24,  2006.  The
plaintiff  applied  for a  temporary  restraining  order  seeking  to enjoin the
special meeting on May 15, 2006.

The  Company  denies any and all  allegations  of  wrongdoing;  however,  in the
interests  of  conserving  resources,  on April 28,  2006,  the  parties  to the
litigation entered into a Memorandum of Understanding  providing for, subject to
confirmatory discovery by plaintiff,  the negotiation of a formal stipulation of
a settlement of the litigation.  Pursuant to the proposed settlement,  the Board
of Directors of the Company has determined to: (i) increase the vote required to
approve the sale of 100% of the  Company's  interest in the  Subsidiaries,  (ii)
revise the disclosure  within the proxy  statement to state that the bonus of up
to US $400,000,  which the Compensation  Committee of the Company had the option
to pay to select members of management, as the Board of Directors had previously
elected  to  terminate   the  ability  to  pay  such  bonus  and  (iii)  provide
supplemental  disclosure as contained in the Supplemental  Proxy Statement to be
mailed to stockholders and filed with the Securities and Exchange  Commission on
May 3, 2006.  The settlement  will provide for dismissal of the litigation  with
prejudice  and is  subject to Court  approval.  As part of the  settlement,  the
Company has agreed to pay an amount of  attorneys'  fees and expenses that is to
be negotiated between the two parties or, lieu of such agreement between the two
parties, will be determined by the Court.

                                   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 CORPORATION

                                      By: /s/ MOSHE SCHNAPP
                                          -----------------------------
                                          Name:  Moshe Schnapp
                                          Title: President

Date: May 2, 2006