SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

COMVEST INVESTMENT PARTNERS III, LP

(Last)

(First)

(Middle)

ONE NORTH CLEMATIS STREET

SUITE 300

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2007

3. Issuer Name and Ticker or Trading Symbol
EVCI Career Colleges Holding Corp [ EVCI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,374,922	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	⁽¹⁾	05/23/2010⁽¹⁾	Common Stock	25,863,095	$0.54	D
Convertible Note	⁽²⁾	⁽²⁾	Common Stock	15,337,189⁽³⁾	$0.6	D

Explanation of Responses:

1. The Warrants are not exercisable unless the stockholders of the Issuer approve an increase in the number of the Issuer's authorized shares of common stock sufficient to permit such exercise.

2. The Note is not convertible until May 23, 2008 and is subject to the stockholders of the Issuer approving an increase in the number of authorized shares of common stock sufficient to permit such conversion. The conversion right terminates with respect to the principal amount of the Note that has been repaid. The maturity date of the Note is May 23, 2010.

3. The amount of the Note, which includes prepaid interest for the first year and reimbursement of certain fees and expenses, is $9,202,313.

	ComVest Investment Partners III, L.P., By: ComVest III Partners, LLC, its general partner, By: Michael S. Falk, Managing Member	05/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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