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): September 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))

<PAGE>

Item 1.01 Entry into Material Definitive Agreements

      Euroweb   RE   Corp.("ERC"),   a   wholly-owned   subsidiary   of  Euroweb
      International  Corp.  (the  "Company")  has entered into a  Memorandum  of
      Understanding,  dated  September 3, 2006 (the "MOU"),  with ISAN  Holdings
      Ltd.  ("ISAN"),  an Israeli company and unaffiliated third party, based in
      Haifa,  Israel.  The MOU  provides  that  ERC and ISAN  will  form a joint
      venture to advance that specific real estate development  project entitled
      "Hayarkon  Project",  which  involves the  development of a high-end condo
      complex  with six units,  situated in  Tel-Aviv,  located  nearby the U.S.
      embassy on the sea shore.(the "Project").

      The purpose of the joint venture is to engage purchase,  finance, develop,
      market  and  sell  the  Project  and  the  related  real  estate,  pending
      successful  acquisition of the subject real estate, which such purchase is
      currently  being  negotiated.  The joint  venture  shall be owned in equal
      parts by ISAN and ERC. Upon its  formation,  the joint venture shall issue
      each of ISAN and ERC 50% of the  joint  venture's  equity  interests.  The
      Board of Directors of the joint  venture  shall be initially  comprised of
      two  members,  one to be appointed by ISAN and one to be appointed by ERC.
      ERC shall provide  limited  financing for the Project  (subject to certain
      parameters  as set forth in the MOU),  which such  financing is limited to
      the extent that ISAN is able to obtain a construction  loan for the entire
      Project.  The  financing  shall  include (but shall not be limited to) the
      cost of the real  estate  of the  Project  and any  improvements,  cost of
      development and construction of the Project, fees of subcontractors of all
      kinds (including architects,  contractors,  sales and marketing personnel,
      appraisers,  lawyers and accountants)  and costs of any other  consultants
      that may be engaged to work on the  Project.  ISAN shall be the manager of
      the Project and shall receive a management fee for direct costs associated
      with the  Project  only.  In  consideration  for its  management  services
      including the supervising of the Project, the joint venture shall pay ISAN
      a total  amount of US  $396,000  divided  into 24 equal  monthly  payments
      starting the first day of construction; provided, however, no other fee is
      or will be paid to ISAN for  providing  services  in  connection  with the
      Project.

Item 9.01 Financial Statement and Exhibits

      Exhibit No.     Exhibit Description

      10.1            Memorandum of Understanding dated September 3, 2006


                                   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: September  7, 2006
      Beverly Hills, California
{"company-data": {"conformed-name": "EUROWEB INTERNATIONAL CORP", "cik": "0000905428", "assigned-sic": "7373", "irs-number": "133696015", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12000", "film-number": "061079133"}, "business-address": {"street1": "VAROSMAJOR UTCA 13", "street2": "VAROSMAJOR UTCA 13", "city": "BUDAPEST", "state": "K5", "zip": "1122", "phone": "(310) 860-5697"}, "mail-address": {"street1": "468 NORTH CAMDEN DRIVE", "street2": "SUITE 256(I),", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210"}, "former-company": {"former-conformed-name": "HUNGARIAN TELECONSTRUCT CORP", "date-changed": "19950207"}}
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): September 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

      Euroweb   RE   Corp.("ERC"),   a   wholly-owned   subsidiary   of  Euroweb
      International  Corp.  (the  "Company")  has entered into a  Memorandum  of
      Understanding,  dated  September 3, 2006 (the "MOU"),  with ISAN  Holdings
      Ltd.  ("ISAN"),  an Israeli company and unaffiliated third party, based in
      Haifa,  Israel.  The MOU  provides  that  ERC and ISAN  will  form a joint
      venture to advance that specific real estate development  project entitled
      "Hayarkon  Project",  which  involves the  development of a high-end condo
      complex  with six units,  situated in  Tel-Aviv,  located  nearby the U.S.
      embassy on the sea shore.(the "Project").

      The purpose of the joint venture is to engage purchase,  finance, develop,
      market  and  sell  the  Project  and  the  related  real  estate,  pending
      successful  acquisition of the subject real estate, which such purchase is
      currently  being  negotiated.  The joint  venture  shall be owned in equal
      parts by ISAN and ERC. Upon its  formation,  the joint venture shall issue
      each of ISAN and ERC 50% of the  joint  venture's  equity  interests.  The
      Board of Directors of the joint  venture  shall be initially  comprised of
      two  members,  one to be appointed by ISAN and one to be appointed by ERC.
      ERC shall provide  limited  financing for the Project  (subject to certain
      parameters  as set forth in the MOU),  which such  financing is limited to
      the extent that ISAN is able to obtain a construction  loan for the entire
      Project.  The  financing  shall  include (but shall not be limited to) the
      cost of the real  estate  of the  Project  and any  improvements,  cost of
      development and construction of the Project, fees of subcontractors of all
      kinds (including architects,  contractors,  sales and marketing personnel,
      appraisers,  lawyers and accountants)  and costs of any other  consultants
      that may be engaged to work on the  Project.  ISAN shall be the manager of
      the Project and shall receive a management fee for direct costs associated
      with the  Project  only.  In  consideration  for its  management  services
      including the supervising of the Project, the joint venture shall pay ISAN
      a total  amount of US  $396,000  divided  into 24 equal  monthly  payments
      starting the first day of construction; provided, however, no other fee is
      or will be paid to ISAN for  providing  services  in  connection  with the
      Project.

Item 9.01 Financial Statement and Exhibits

      Exhibit No.     Exhibit Description

      10.1            Memorandum of Understanding dated September 3, 2006

                                   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: September  7, 2006
      Beverly Hills, California