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): May 23, 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.)


           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 a Material Definitive Agreement
Item 2.01   Completion of Acquisition or Disposition of Assets

On December 19, 2005, Euroweb International Corp. (the "Company") entered into a
Share Purchase Agreement (the "Agreement") with Invitel  Tavkozlesi  Szolgaltato
Rt., a Hungarian joint stock company ("Invitel"). Pursuant to the Agreement, the
Company  sold and,  Invitel  purchased,  100% of the  Company's  interest in the
Company's  two  Internet and telecom  related  operating  subsidiaries,  Euroweb
Hungary Rt. and Euroweb  Romania  S.A (the  "Subsidiaries").  The closing of the
sale of the  Subsidiaries  occurred on May 23, 2006.  The purchase price paid to
the  Company is USD  $30,000,000  in cash of which USD  $29,400,000  was paid at
closing and the  remaining  $600,000 is payable upon  delivery of a  certificate
prepared by an  independent  auditor  identifying  the net  indebtedness  of the
Subsidiaries,  which are required to be debt free.  The purchase  price is to be
reduced  by the  amount  of any  debt  held in the  Subsidiaries  including  USD
$6,000,000  payable  to  Commerzbank.  Shareholders  holding a  majority  of the
Company's   outstanding  shares  of  common  stock  approved  the  sale  of  the
Subsidiaries at the special meeting held to vote on such matter on May 15, 2006.
No material  relationship  exists  between  Invitel  and the Company  and/or its
affiliates, directors, officers or any associate of an officer or director.

The Subsidiaries provided  communications  solutions using Internet technologies
to businesses located in Hungary and Romania.

Item 9.01   Financial Statements and Exhibits

      (a)   Financial Information of Business Acquired

            Not applicable.

      (b)   Proforma Financial Information

            Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March
            31, 2006 (attached hereto following the signature page)

            Unaudited Pro Forma Condensed  Consolidated  Statement of Operations
            for the year ended December 31, 2005 (attached  hereto following the
            signature page)

      (c)   Exhibits

            Exhibit No.          Description
            -----------          -----------

            10.1                 Share Purchase Agreement by and between Euroweb
                                 International Corp. and Invitel Tavkozlesi
                                 Szolgaltato Rt. (incorporated by reference to
                                 the Form 8-K Current Report filed with the
                                 Securities and Exchange Commission on December
                                 21, 2005)
<PAGE>

                                   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 30, 2006
        Budapest, Hungary
<PAGE>

                        EUROWEB INTERNATIONAL CORPORATION

         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed consolidated financial statements
(the "unaudited pro forma financial statements") give effect to the sale of 100%
of the  interest of Euroweb  International  Corporation  ("Euroweb")  in each of
Euroweb Internet  Szolgaltato Rt.  ("Euroweb  Hungary") and Euroweb Romania S.A.
("Euroweb Romania") to Invitel Tavkozlesi Szolgaltato Rt. and the acquisition of
100% of Navigator Informatika Rt. ("Navigator").

Acquisition of 100% of Navigator

The unaudited pro forma condensed consolidated  statements of operations for the
year ended  December 31, 2005 also give effect to the  acquisition by Euroweb of
100% of Navigator as if the acquisition occurred on January 1, 2005.

Sale of 100% of the interest of Euroweb in Euroweb Hungary and Euroweb Romania

The unaudited pro forma financial  statements give effect to the sale of 100% of
the  Company's  interest in Euroweb  Hungary and Euroweb  Romania.  The sale was
completed  on May 23,  2006.  Euroweb  Hungary and Euroweb  Romania are together
expected to be sold for  approximately  $30,000,000  cash, less outstanding debt
including $6,000,000 repayment of bank loan by Euroweb Hungary for ensuring debt
free status and less estimated transaction costs,  severances,  success fees and
estimated  guarantee  provision  accrual of  approximately  $1,900,000.  Euroweb
Hungary  covers  the cash  need of  $6,000,000  repayment  of bank loan from the
$8,500,000  cash proceed  received from Euroweb in exchange for 85% ownership of
Navigator currently held by Euroweb Hungary.

Euroweb  believes that the sale of Euroweb Hungary and Euroweb Romania meets the
criteria for  presentation  as a discontinued  operation under the provisions of
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets."  Accordingly,  Euroweb Hungary and
Euroweb  Romania are  presented as  discontinued  operations  in the  historical
consolidated  financial statements of Euroweb. The estimated gain is $16,205,366
on the sale of Euroweb  Hungary and Euroweb  Romania,  which is not reflected in
the unaudited pro forma condensed  consolidated  statements of operations due to
the non-recurring nature of the gain.

The unaudited pro forma condensed consolidated balance sheet gives effect to the
disposition  of Euroweb  Hungary and Euroweb  Romania as if it occurred on March
31, 2006.

The pro forma  adjustments  described in the  accompanying  notes are based upon
available  information  and certain  assumptions  that  management  believes are
reasonable.  The unaudited pro forma condensed consolidated financial statements
are for  illustrative  purposes only and are not  necessarily  indicative of the
actual results of operations or financial  position that would have occurred had
the transactions  described above occurred on the dates indicated,  nor are they
necessarily  indicative  of future  operating  results.  The unaudited pro forma
financial  statements are only a summary and should be read in conjunction  with
the historical  consolidated  financial statements and related notes of Euroweb,
in its Form 10-QSB for the  quarter  ended March 31, 2006 and in its Form 10-KSB
for the year ended December 31, 2005.

All pro forma amounts are presented in U.S. dollars,  the reporting  currency of
Euroweb.
<PAGE>

                        Euroweb International Corporation
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                 March 31, 2006

<TABLE>
<CAPTION>
                                                               Euroweb          Pro Forma
                                                              Historical       Adjustments   Notes     Pro Forma
                                                            --------------    -------------- -----  --------------
                                                                 (A)               (B)
<S>                                                         <C>               <C>                   <C>
ASSETS

  Current Assets
    Cash and cash equivalents                               $      691,021    $   30,000,000  (1)   $   24,691,021
                                                                        --        (8,500,000) (2)               --
                                                                        --         2,500,000  (3)               --
    Trade accounts receivable, net                               1,430,263                --             1,430,263
    Prepaid and other current assets, unbilled receivable          395,258           (75,552) (5)          319,706
                                                            --------------    --------------        --------------
      Total current assets of continuing operations              2,516,542        23,924,448            26,440,990
    Total assets of discontinued operations                     19,179,425       (19,179,425) (4)               --
                                                            --------------    --------------        --------------
      Total current assets                                      21,695,967         4,745,023            26,440,990

  Property and equipment, net                                    1,072,305                --             1,072,305
  Goodwill                                                       8,150,672                --             8,150,672
  Intangibles - customer contracts                               2,784,810                --             2,784,810
                                                            --------------    --------------        --------------

      Total assets                                          $   33,703,754    $    4,745,023        $   38,448,777
                                                            ==============    ==============        ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Trade accounts payable                                  $    1,278,462                --        $    1,278,462
    Current portion of bank loan and overdraft                     789,206                --               789,206
    Other current liabilities                                      202,462    $    1,824,448  (5)        2,026,910
    Accrued expenses                                               701,946                --               701,946
                                                            --------------    --------------        --------------

      Total current liabilities of continuing operations         2,972,076         1,824,448             4,796,524
    Total liabilities of discontinued operations                12,905,537       (12,905,537) (4)               --
                                                            --------------    --------------        --------------
      Total current liabilities                                 15,877,613       (11,081,089)            4,796,524

Non-current liabilities
  Deferred tax liability                                           445,570                --               445,570
  Non-current portion of bank loans                                393,476                --               393,476
                                                            --------------    --------------        --------------
      Total liabilities                                         16,716,659       (11,081,089)            5,635,570

  Stockholders' Equity
  Common stock, $.001 par value - Authorized 35,000,000
   shares; Issued and outstanding 5,843,067 shares                  25,307                --                25,307
  Additional paid-in capital                                    51,900,890                --            51,900,890
  Accumulated deficit                                          (35,332,003)       16,205,366  (6)      (19,126,637)
  Accumulated other comprehensive losses                           392,901          (379,254) (7)           13,647
                                                            --------------    --------------        --------------
      Total stockholders' equity                                16,987,095        15,826,112            32,813,207
                                                            --------------    --------------        --------------

      Total liabilities and stockholders' equity            $   33,703,754    $    4,745,023        $   38,448,777
                                                            ==============    ==============        ==============
</TABLE>

             See accompanying notes to unaudited pro forma condensed
                           consolidated balance sheet
<PAGE>

        NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)   Reflects the historical condensed consolidated balance sheet of Euroweb as
      of March 31, 2006,  included in the Form 10-QSB of Euroweb for the quarter
      ended March 31, 2006.

(B)   Pro forma  adjustments  related to the sale of Euroweb Hungary and Euroweb
      Romania on the basis described in the  introduction to these unaudited pro
      forma financial statements:

      1)    Represents the cash proceeds of  $30,000,000  received upon the sale
            of Euroweb Hungary and Euroweb Romania.

      2)    Represents  the  acquisition  of 85%  ownership  of  Navigator  from
            Euroweb Hungary by Euroweb for $8,500,000 at the date of closing.

      3)    Reflects the repayment of $2,500,000  intercompany loan from Euroweb
            Hungary  to  Euroweb  at the  date of  closing  originated  from the
            Navigator acquisition

      4)    Adjustment to eliminate assets sold and liabilities transferred upon
            the sale of Euroweb Hungary and Euroweb Romania

      5)    Adjustment  to  reflect  the  estimated  direct  transaction  costs,
            bonuses, success fees, severances and accrued provision on estimated
            warranty  claims  totalling  $1,900,000,  to  be  paid,  payable  in
            connection with the sale

      6)    Adjustment  to  reflect  the pro forma  gain on the sale of  Euroweb
            Hungary and Euroweb  Romania,  after  estimated  direct  transaction
            costs,  bonuses,  success fees,  severances and accrued provision on
            estimated  warranty  claims of  $1,900,000  to be paid or payable in
            connection with the sale. No tax liability is expected to arise as a
            result of the sale. Because the estimated pro forma gain assumes the
            sale was  consummated  on March 31,  2006,  the pro forma  gain will
            ultimately  differ  from the  actual  gain  that  will  occur at the
            closing date of sale.

      7)    Adjustment to eliminate  cumulative other comprehensive  gain/losses
            of Euroweb Hungary and Euroweb Romania

            No  adjustments  have been made to reflect  any income tax effect of
            the  pro  forma   adjustments  since  Euroweb  has  significant  net
            operating loss carryforwards and, therefore, does not expect to have
            taxable income in the foreseeable future.
<PAGE>

                        Euroweb International Corporation
             Unaudited Pro Forma Condensed Consolidated Statement of
                 Operations for the Year Ended December 31, 2005

<TABLE>
<CAPTION>
                                                           Euroweb         Pro Forma
                                                         Historical       Adjustments    Notes      Pro Forma
                                                       --------------    --------------  -----   --------------
                                                             (A)               (B)
<S>                                                    <C>               <C>             <C>     <C>
Revenues                                               $    1,964,998    $    5,673,926  (1)     $    7,638,924

Cost of revenues  (exclusive of depreciation and
 amortization shown separately below)                         511,658         1,406,427  (1)          1,918,085

Operating expenses

  Compensation and related costs                            1,054,342           894,984  (2)          1,949,326
  Consulting, professional and directors fees               1,396,096         1,237,731  (3)          2,633,827
  Other selling, general and administrative expenses          703,770         1,198,590  (4)          1,902,360
  Depreciation and amortization                               509,478         1,378,784  (5)          1,888,262
                                                       --------------    --------------          --------------

        Total operating expenses                            3,663,686         4,710,089               8,373,775

Operating loss                                             (2,210,346)         (442,590)             (2,652,936)

  Interest income                                               2,512            15,185  (6)             17,697
  Interest expense                                            (38,240)          (94,367) (6)           (132,607)
  Other income (expenses)                                     170,000                --                 170,000

Loss from continuing operations before income taxes        (2,076,074)         (521,772)             (2,597,846)
                                                       --------------    --------------          --------------

  Income tax expense - current                                     --          (143,677) (7)           (143,677)
  Income tax expense-deferred                                  57,908           166,796  (7)            224,704
                                                       --------------    --------------          --------------
Income tax expense                                             57,908            23,119                  81,027

Loss from continuing operations                        $   (2,018,166)   $     (498,653)         $   (2,516,819)
                                                       ==============    ==============          ==============
Loss per share from continuing operations,
 basic and diluted                                              (0.37)               --                   (0.44)

Weighted average number of shares outstanding,
 basic and diluted                                          5,445,363                --               5,784,099
</TABLE>

             See accompanying notes to unaudited pro forma condensed
                      consolidated statement of operations
<PAGE>

   NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)   Reflects the  statements  of operations of the Company for the years ended
      December 31, 2005 included in the  Company's  Annual Report on Form 10-KSB
      for the year ended December 31, 2005.

(B)   Pro forma  adjustments to record the acquisition of Navigator  Informatika
      Rt. ("Navigator") as if it had occurred on January 1, 2005 for purposes of
      presenting the pro forma statements of operations:

      1)    Adjustment  to  reflect  the  revenues  and  costs of goods  sold of
            Navigator for the period from January 1, 2005 to October 7, 2005.

      2)    Adjustment  to reflect the salary and related costs of Navigator for
            the period from January 1, 2005 to October 7, 2005..

      3)    Adjustment to reflect the  consulting,  professional  and directors'
            fees of Navigator  for the period from January 1, 2005 to October 7,
            2005.

      4)    Adjustment to reflect the selling,  general and administrative costs
            of Navigator for the period from January 1, 2005 to October 7, 2005.

      5)    Adjustment to reflect the amortization  and  depreciation  charge of
            Navigator for the period from January 1, 2005 to October 7, 2005.

      6)    Adjustment to reflect the interest  income and expenses of Navigator
            for the period from January 1, 2005 to October 7, 2005.

      7)    Adjustment  to reflect  the income tax of  Navigator  for the period
            from January 1, 2005 to October 7, 2005.
{"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": "06873715"}, "business-address": {"street1": "VAROSMAJOR UTCA 13", "street2": "VAROSMAJOR UTCA 13", "city": "BUDAPEST", "state": "K5", "zip": "1122", "phone": "36-1-8897000"}, "mail-address": {"street1": "EUROWEB INTERNATIONAL CORP", "street2": "1138 BUDAPEST VACI UT 141", "city": "BUDAPEST", "state": "K5", "zip": "1122"}, "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): May 23, 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.)

           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 a Material Definitive Agreement
Item 2.01   Completion of Acquisition or Disposition of Assets

On December 19, 2005, Euroweb International Corp. (the "Company") entered into a
Share Purchase Agreement (the "Agreement") with Invitel  Tavkozlesi  Szolgaltato
Rt., a Hungarian joint stock company ("Invitel"). Pursuant to the Agreement, the
Company  sold and,  Invitel  purchased,  100% of the  Company's  interest in the
Company's  two  Internet and telecom  related  operating  subsidiaries,  Euroweb
Hungary Rt. and Euroweb  Romania  S.A (the  "Subsidiaries").  The closing of the
sale of the  Subsidiaries  occurred on May 23, 2006.  The purchase price paid to
the  Company is USD  $30,000,000  in cash of which USD  $29,400,000  was paid at
closing and the  remaining  $600,000 is payable upon  delivery of a  certificate
prepared by an  independent  auditor  identifying  the net  indebtedness  of the
Subsidiaries,  which are required to be debt free.  The purchase  price is to be
reduced  by the  amount  of any  debt  held in the  Subsidiaries  including  USD
$6,000,000  payable  to  Commerzbank.  Shareholders  holding a  majority  of the
Company's   outstanding  shares  of  common  stock  approved  the  sale  of  the
Subsidiaries at the special meeting held to vote on such matter on May 15, 2006.
No material  relationship  exists  between  Invitel  and the Company  and/or its
affiliates, directors, officers or any associate of an officer or director.

The Subsidiaries provided  communications  solutions using Internet technologies
to businesses located in Hungary and Romania.

Item 9.01   Financial Statements and Exhibits

      (a)   Financial Information of Business Acquired

            Not applicable.

      (b)   Proforma Financial Information

            Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March
            31, 2006 (attached hereto following the signature page)

            Unaudited Pro Forma Condensed  Consolidated  Statement of Operations
            for the year ended December 31, 2005 (attached  hereto following the
            signature page)

      (c)   Exhibits

            Exhibit No.          Description
            -----------          -----------

            10.1                 Share Purchase Agreement by and between Euroweb
                                 International Corp. and Invitel Tavkozlesi
                                 Szolgaltato Rt. (incorporated by reference to
                                 the Form 8-K Current Report filed with the
                                 Securities and Exchange Commission on December
                                 21, 2005)
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 30, 2006
        Budapest, Hungary
EUROWEB INTERNATIONAL CORPORATION

         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed consolidated financial statements
(the "unaudited pro forma financial statements") give effect to the sale of 100%
of the  interest of Euroweb  International  Corporation  ("Euroweb")  in each of
Euroweb Internet  Szolgaltato Rt.  ("Euroweb  Hungary") and Euroweb Romania S.A.
("Euroweb Romania") to Invitel Tavkozlesi Szolgaltato Rt. and the acquisition of
100% of Navigator Informatika Rt. ("Navigator").

Acquisition of 100% of Navigator

The unaudited pro forma condensed consolidated  statements of operations for the
year ended  December 31, 2005 also give effect to the  acquisition by Euroweb of
100% of Navigator as if the acquisition occurred on January 1, 2005.

Sale of 100% of the interest of Euroweb in Euroweb Hungary and Euroweb Romania

The unaudited pro forma financial  statements give effect to the sale of 100% of
the  Company's  interest in Euroweb  Hungary and Euroweb  Romania.  The sale was
completed  on May 23,  2006.  Euroweb  Hungary and Euroweb  Romania are together
expected to be sold for  approximately  $30,000,000  cash, less outstanding debt
including $6,000,000 repayment of bank loan by Euroweb Hungary for ensuring debt
free status and less estimated transaction costs,  severances,  success fees and
estimated  guarantee  provision  accrual of  approximately  $1,900,000.  Euroweb
Hungary  covers  the cash  need of  $6,000,000  repayment  of bank loan from the
$8,500,000  cash proceed  received from Euroweb in exchange for 85% ownership of
Navigator currently held by Euroweb Hungary.

Euroweb  believes that the sale of Euroweb Hungary and Euroweb Romania meets the
criteria for  presentation  as a discontinued  operation under the provisions of
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets."  Accordingly,  Euroweb Hungary and
Euroweb  Romania are  presented as  discontinued  operations  in the  historical
consolidated  financial statements of Euroweb. The estimated gain is $16,205,366
on the sale of Euroweb  Hungary and Euroweb  Romania,  which is not reflected in
the unaudited pro forma condensed  consolidated  statements of operations due to
the non-recurring nature of the gain.

The unaudited pro forma condensed consolidated balance sheet gives effect to the
disposition  of Euroweb  Hungary and Euroweb  Romania as if it occurred on March
31, 2006.

The pro forma  adjustments  described in the  accompanying  notes are based upon
available  information  and certain  assumptions  that  management  believes are
reasonable.  The unaudited pro forma condensed consolidated financial statements
are for  illustrative  purposes only and are not  necessarily  indicative of the
actual results of operations or financial  position that would have occurred had
the transactions  described above occurred on the dates indicated,  nor are they
necessarily  indicative  of future  operating  results.  The unaudited pro forma
financial  statements are only a summary and should be read in conjunction  with
the historical  consolidated  financial statements and related notes of Euroweb,
in its Form 10-QSB for the  quarter  ended March 31, 2006 and in its Form 10-KSB
for the year ended December 31, 2005.

All pro forma amounts are presented in U.S. dollars,  the reporting  currency of
Euroweb.
Euroweb International Corporation
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                 March 31, 2006
Euroweb          Pro Forma
                                                              Historical       Adjustments   Notes     Pro Forma
                                                            --------------    -------------- -----  --------------
                                                                 (A)               (B)
ASSETS

  Current Assets
    Cash and cash equivalents                               $      691,021    $   30,000,000  (1)   $   24,691,021
                                                                        --        (8,500,000) (2)               --
                                                                        --         2,500,000  (3)               --
    Trade accounts receivable, net                               1,430,263                --             1,430,263
    Prepaid and other current assets, unbilled receivable          395,258           (75,552) (5)          319,706
                                                            --------------    --------------        --------------
      Total current assets of continuing operations              2,516,542        23,924,448            26,440,990
    Total assets of discontinued operations                     19,179,425       (19,179,425) (4)               --
                                                            --------------    --------------        --------------
      Total current assets                                      21,695,967         4,745,023            26,440,990

  Property and equipment, net                                    1,072,305                --             1,072,305
  Goodwill                                                       8,150,672                --             8,150,672
  Intangibles - customer contracts                               2,784,810                --             2,784,810
                                                            --------------    --------------        --------------

      Total assets                                          $   33,703,754    $    4,745,023        $   38,448,777
                                                            ==============    ==============        ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Trade accounts payable                                  $    1,278,462                --        $    1,278,462
    Current portion of bank loan and overdraft                     789,206                --               789,206
    Other current liabilities                                      202,462    $    1,824,448  (5)        2,026,910
    Accrued expenses                                               701,946                --               701,946
                                                            --------------    --------------        --------------

      Total current liabilities of continuing operations         2,972,076         1,824,448             4,796,524
    Total liabilities of discontinued operations                12,905,537       (12,905,537) (4)               --
                                                            --------------    --------------        --------------
      Total current liabilities                                 15,877,613       (11,081,089)            4,796,524

Non-current liabilities
  Deferred tax liability                                           445,570                --               445,570
  Non-current portion of bank loans                                393,476                --               393,476
                                                            --------------    --------------        --------------
      Total liabilities                                         16,716,659       (11,081,089)            5,635,570

  Stockholders' Equity
  Common stock, $.001 par value - Authorized 35,000,000
   shares; Issued and outstanding 5,843,067 shares                  25,307                --                25,307
  Additional paid-in capital                                    51,900,890                --            51,900,890
  Accumulated deficit                                          (35,332,003)       16,205,366  (6)      (19,126,637)
  Accumulated other comprehensive losses                           392,901          (379,254) (7)           13,647
                                                            --------------    --------------        --------------
      Total stockholders' equity                                16,987,095        15,826,112            32,813,207
                                                            --------------    --------------        --------------

      Total liabilities and stockholders' equity            $   33,703,754    $    4,745,023        $   38,448,777
                                                            ==============    ==============        ==============
See accompanying notes to unaudited pro forma condensed
                           consolidated balance sheet
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)   Reflects the historical condensed consolidated balance sheet of Euroweb as
      of March 31, 2006,  included in the Form 10-QSB of Euroweb for the quarter
      ended March 31, 2006.

(B)   Pro forma  adjustments  related to the sale of Euroweb Hungary and Euroweb
      Romania on the basis described in the  introduction to these unaudited pro
      forma financial statements:

      1)    Represents the cash proceeds of  $30,000,000  received upon the sale
            of Euroweb Hungary and Euroweb Romania.

      2)    Represents  the  acquisition  of 85%  ownership  of  Navigator  from
            Euroweb Hungary by Euroweb for $8,500,000 at the date of closing.

      3)    Reflects the repayment of $2,500,000  intercompany loan from Euroweb
            Hungary  to  Euroweb  at the  date of  closing  originated  from the
            Navigator acquisition

      4)    Adjustment to eliminate assets sold and liabilities transferred upon
            the sale of Euroweb Hungary and Euroweb Romania

      5)    Adjustment  to  reflect  the  estimated  direct  transaction  costs,
            bonuses, success fees, severances and accrued provision on estimated
            warranty  claims  totalling  $1,900,000,  to  be  paid,  payable  in
            connection with the sale

      6)    Adjustment  to  reflect  the pro forma  gain on the sale of  Euroweb
            Hungary and Euroweb  Romania,  after  estimated  direct  transaction
            costs,  bonuses,  success fees,  severances and accrued provision on
            estimated  warranty  claims of  $1,900,000  to be paid or payable in
            connection with the sale. No tax liability is expected to arise as a
            result of the sale. Because the estimated pro forma gain assumes the
            sale was  consummated  on March 31,  2006,  the pro forma  gain will
            ultimately  differ  from the  actual  gain  that  will  occur at the
            closing date of sale.

      7)    Adjustment to eliminate  cumulative other comprehensive  gain/losses
            of Euroweb Hungary and Euroweb Romania

            No  adjustments  have been made to reflect  any income tax effect of
            the  pro  forma   adjustments  since  Euroweb  has  significant  net
            operating loss carryforwards and, therefore, does not expect to have
            taxable income in the foreseeable future.
Euroweb International Corporation
             Unaudited Pro Forma Condensed Consolidated Statement of
                 Operations for the Year Ended December 31, 2005
Euroweb         Pro Forma
                                                         Historical       Adjustments    Notes      Pro Forma
                                                       --------------    --------------  -----   --------------
                                                             (A)               (B)
Revenues                                               $    1,964,998    $    5,673,926  (1)     $    7,638,924

Cost of revenues  (exclusive of depreciation and
 amortization shown separately below)                         511,658         1,406,427  (1)          1,918,085

Operating expenses

  Compensation and related costs                            1,054,342           894,984  (2)          1,949,326
  Consulting, professional and directors fees               1,396,096         1,237,731  (3)          2,633,827
  Other selling, general and administrative expenses          703,770         1,198,590  (4)          1,902,360
  Depreciation and amortization                               509,478         1,378,784  (5)          1,888,262
                                                       --------------    --------------          --------------

        Total operating expenses                            3,663,686         4,710,089               8,373,775

Operating loss                                             (2,210,346)         (442,590)             (2,652,936)

  Interest income                                               2,512            15,185  (6)             17,697
  Interest expense                                            (38,240)          (94,367) (6)           (132,607)
  Other income (expenses)                                     170,000                --                 170,000

Loss from continuing operations before income taxes        (2,076,074)         (521,772)             (2,597,846)
                                                       --------------    --------------          --------------

  Income tax expense - current                                     --          (143,677) (7)           (143,677)
  Income tax expense-deferred                                  57,908           166,796  (7)            224,704
                                                       --------------    --------------          --------------
Income tax expense                                             57,908            23,119                  81,027

Loss from continuing operations                        $   (2,018,166)   $     (498,653)         $   (2,516,819)
                                                       ==============    ==============          ==============
Loss per share from continuing operations,
 basic and diluted                                              (0.37)               --                   (0.44)

Weighted average number of shares outstanding,
 basic and diluted                                          5,445,363                --               5,784,099
See accompanying notes to unaudited pro forma condensed
                      consolidated statement of operations
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)   Reflects the  statements  of operations of the Company for the years ended
      December 31, 2005 included in the  Company's  Annual Report on Form 10-KSB
      for the year ended December 31, 2005.

(B)   Pro forma  adjustments to record the acquisition of Navigator  Informatika
      Rt. ("Navigator") as if it had occurred on January 1, 2005 for purposes of
      presenting the pro forma statements of operations:

      1)    Adjustment  to  reflect  the  revenues  and  costs of goods  sold of
            Navigator for the period from January 1, 2005 to October 7, 2005.

      2)    Adjustment  to reflect the salary and related costs of Navigator for
            the period from January 1, 2005 to October 7, 2005..

      3)    Adjustment to reflect the  consulting,  professional  and directors'
            fees of Navigator  for the period from January 1, 2005 to October 7,
            2005.

      4)    Adjustment to reflect the selling,  general and administrative costs
            of Navigator for the period from January 1, 2005 to October 7, 2005.

      5)    Adjustment to reflect the amortization  and  depreciation  charge of
            Navigator for the period from January 1, 2005 to October 7, 2005.

      6)    Adjustment to reflect the interest  income and expenses of Navigator
            for the period from January 1, 2005 to October 7, 2005.

      7)    Adjustment  to reflect  the income tax of  Navigator  for the period
            from January 1, 2005 to October 7, 2005.