UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AVENTURA HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
86681R 10 5
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(CUSIP Number)
Mark R. Horvath, Manager
Horvath Holdings, LLC
25221 Dequindre
Madison Heights, MI 48071
(248) 298-0225
With copies to:
Michael T. Raymond, Esq.
Dickinson Wright PLLC
301 E. Liberty, Suite 500
Ann Arbor, MI 48104-2266
(734) 623-1663
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Horvath Holdings, LLC.
I.R.S. Identification No. 202498502
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions)
OO
(5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
(6) Citizenship or Place of Organization
MICHIGAN
(7) Sole Voting Power
1,888,785,714 common shares
(8) Shared Voting Power
0
(9) Sole Dispositive Power
2,751,339,181 common shares
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
2,751,339,181 common shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
(13) Percent of Class Represented by Amount in Row (11)
51%
(14) Type of Reporting Person
OO - Limited Liability Company
In accordance with Rule 13d-2 promulgated under the Act, this Amendment No. 1 to
Schedule 13D is being filed by the Reporting Person (defined below) to amend and
supplement only information that has materially changed from the information set
forth in the Schedule 13D filed by the Reporting Person on May 26, 2006 (the
"Schedule 13D"). Unless otherwise indicated herein, terms used and defined in
the Schedule 13D shall have the same respective meanings herein as are ascribed
to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
(i) Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Horvath Holdings, LLC (the "Reporting Person") is a limited liability company
organized under the laws of the State of Michigan which owns and operates
automobile dealerships and finance companies concentrating in the sub-prime
lending market. The address of the Reporting Person's principal place of
business and principal office is 25221 Dequindre, Madison Heights, MI 48071.
The Reporting Person's sole manager is Mark R. Horvath, a U.S. citizen with the
same address as the Reporting Person.
During the past five years, neither the Reporting Person nor the Reporting
Person's sole manager, Mark R. Horvath, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(i) Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
On May 16, 2006 the Reporting Person acquired 200,000,000 shares of common stock
of the Company and a Warrant (described in Item 6 herein) to purchase additional
shares of common stock of the Company covered by this statement, in exchange for
the Reporting Person's assignment to the Company of 300 common shares (30% of
the equity) of Ohio Funding Group, Inc., a Michigan corporation, which has an
agreed value of $100,000. On October 1, 2006, an additional 200,000,000 shares
of common stock of the Company were issued to the Reporting Person as a result
of a partial exercise of the Warrant in exchange for the Reporting Person's
assignment to the Company of an additional 300 common shares (an additional 30%
of the equity) of Ohio Funding Group, Inc., which has an agreed value of
$100,000.
ITEM 4. PURPOSE OF TRANSACTION
(i) Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The information set forth in Item 6 herein is hereby incorporated by reference
into this Item 4.
On May 16, 2006 the Reporting Person acquired 200,000,000 shares of common stock
of the Company and a Warrant to purchase additional shares of common stock of
the Company covered by this statement. On October 1, 2006, the Reporting Person
partially exercised the Warrant by assigning an additional 30% of the equity of
Ohio Funding Group, Inc., with an agreed value of $100,000, in exchange for the
issuance of an additional 200,000,000 shares of the Company's common stock. In
connection with this partial exercise of the Warrant, the Reporting Person was
granted one additional Board seat designation right (in addition to the single
Board seat designation right granted to the Reporting Person in the original May
16, 2006 transaction) and was issued a First Replacement Warrant (as described
in Item 6 herein) covering the unexercised balance of shares subject to the
Warrant. As of the date hereof, the Reporting Person has not appointed any
directors pursuant to its Board seat designation rights.
The Reporting Person intends to review on a continuing basis its investment in
the common stock of the Company and to take such actions with respect to its
investment as it deems appropriate in light of the circumstances existing from
time to time, including the potential exercise of the First Replacement Warrant
which would enable the Reporting Person to acquire a controlling ownership
position in the Company. Depending on market and other conditions, the Reporting
Person may continue to hold the common stock, acquire additional common stock,
or dispose of all or a portion of the common stock it now owns or may hereafter
acquire.
Except as otherwise noted below, the Reporting Person does not have plans that
relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation;
(b) a sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(c) except as otherwise disclosed in Items 4 and 6 with respect to the
Reporting Person's right to nominate directors of the Company, any change in the
present board of directors or management of the Company, including plans or
proposals to change the number or terms of directors to fill any existing
vacancies on the board;
(d) any other material change in the present capitalization or dividend
policy of the Company;
(e) except as otherwise disclosed in Item 6, any other material change in
the Company's business or corporate structure;
(f) except for a plan to change the Company's charter to increase the
amount of authorized common stock from 5,000,000,000 to at least the amount
necessary for full exercise of the First Replacement Warrant, any changes in the
Company's bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(g) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(i) Subsections (a) through (c) of Item 5 of the Schedule 13D are hereby
amended and restated in their entirety as follows:
(a) The Reporting Person beneficially owns 2,751,339,181 shares of common stock
of the Company, or approximately 51% of the voting securities of the Company,
which includes (1) 400,000,000 shares of the Company's common stock received by
the Reporting Person in the transactions described in Items 4 and 6, and (2)
2,351,339,181 shares of the Company's common stock, assuming full exercise of
the First Replacement Warrant (described in Item 6 herein) as of the date
hereof. The Reporting Person has not included 1,488,785,714 shares of common
stock of the Company for which the Reporting Person has a proxy to vote, but
does not own. The Reporting Person disclaims any beneficial ownership in these
shares as the Reporting Person has no pecuniary interest with respect to these
shares.
(b) The responses of the Reporting Person with respect to rows seven through ten
(7-10) of the cover page to this Amendment No. l to Schedule 13D are
incorporated herein by reference.
(c) Except for the transactions in connection with the First Partial Exercise
(described in Item 6 herein), during the past sixty days immediately preceding
the date of this Amendment No. 1 to Schedule 13D, the Reporting Person did not
effect any other transactions in any securities of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
(i) The second sentence of the third paragraph of Item 6 of the Schedule
13D is hereby amended and restated in its entirety as follows:
The Warrant enabled Horvath to contribute, at any time during the exercise
period, at a fixed price per share of $.0005, the remaining equity interests in
its subsidiaries in exchange for the greater of: (a) 2,351,339,181 shares of
the common stock of the Company, or (b) that number of shares of common stock of
the Company as shall be required for the Reporting Person to obtain, when
combined with other shares of common stock of the Company then cumulatively held
by the Reporting Person, at least 51% of the total fully-diluted shares of
common stock outstanding of the Company on the date the Warrant is fully
exercised.
(ii) The final sentence of the fifth paragraph of Item 6 of the Schedule
13D is hereby amended and restated in its entirety as follows:
The Trust Shares presently include 1,488,785,714 shares of common stock of the
Company.
(iii) The following paragraphs are hereby inserted immediately following
the fifth paragraph of Item 6 of the Schedule 13D:
In connection with the Reporting Person's first partial exercise of the Warrant
on October 1, 2006 (the "First Partial Exercise"), the Company entered into
several additional agreements with the Reporting Person, including a Securities
Purchase Agreement (the "First Partial Exercise SPA"), and a Replacement Class A
Common Stock Purchase Warrant No. 1 (the "First Replacement Warrant"). Such
agreements are incorporated herein by reference, as set forth in Item 7 below.
Pursuant to the terms of the First Partial Exercise SPA, in exchange for
contributing 30% of the equity of Ohio Funding with an agreed upon value of
$100,000, the Reporting Person received an additional 200,000,000 shares of
common stock of the Company. As noted above in Item 4, in connection with the
First Partial Exercise, the Reporting Person was granted one additional Board
seat designation right (in addition to the single Board seat designation right
granted to the Reporting Person in the original May 16, 2006 transaction). As
of the date hereof, the Reporting Person has not appointed any directors
pursuant to its Board seat designation rights.
Pursuant to the terms of the Warrant, the Company was obligated to issue the
First Replacement Warrant to the Reporting Person for the unexercised balance of
the shares of common stock of the Company that the Reporting Person was entitled
to purchase under the Warrant. The First Replacement Warrant supersedes the
Warrant in all significant respects as between the Company and the Reporting
Person but contains substantially identical provisions as the Warrant. The
Registration Rights Agreement and the Lock-Up Agreement entered into in
connection with the Transaction remain in full effect as between the Company and
the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(i) Item 7 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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10.1 Securities Purchase Agreement (Incorporated by
reference from the Company's 8-K Filed May 22, 2006)
10.2 Class A Common Stock Purchase Warrant
(Incorporated by reference from the Company's 8-K Filed May
22, 2006)
10.3 Registration Rights Agreement (Incorporated by
reference from the Company's 8-K Filed May 22, 2006)
10.4 Lock-Up Agreement (Incorporated by reference from
the Company's 8-K Filed May 22, 2006)
10.5 Securities Purchase Agreement (Incorporated by
reference from the Company's 8-K Filed October 5, 2006)
10.6 Replacement Class A Common Stock Purchase Warrant
(Incorporated by reference from the Company's 8-K Filed
October 5, 2006)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2006 Horvath Holdings, LLC
By: /s/ Mark R. Horvath
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Name: Mark R. Horvath
Title: Manager