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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

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     This Amendment No. 3 hereby amends and supplements the statement of beneficial ownership on Schedule 13D, relating to the common stock, par value $0.001 per share (the “Common Stock”), of Averion International Corp., a Delaware corporation (the “Issuer” or “Averion”), initially filed on November 21, 2005, as amended by Amendment No. 1 thereto filed on January 13, 2006 and Amendment No. 2 thereto filed on September 13, 2006 (as so amended, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meaning assigned to them in the Schedule 13D. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

     On November 28, 2006, ComVest Investment Partners II LLC converted 5,000 shares of the Issuer’s Series D Preferred Stock into 71,428,500 shares of the Issuer’s Common Stock.

     On June 1, 2007, the Issuer granted an option (the ‘Option”) to purchase 1,500,000 shares of the Issuer’s Common Stock to Mr. Falk. The Option vests in four equal 25% increments on each of the first, second, third and fourth anniversaries of the grant date. Mr. Falk may be deemed to beneficially own the shares of Common Stock underlying the Option solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

     On October 31, 2007, as part of a debt financing transaction (the “Financing Transaction”), the Issuer entered into a securities purchase agreement pursuant to which it agreed to sell senior secured notes in the aggregate principal amount of $26,000,000 (the “Notes”) and issue an aggregate of 124,800,000 shares of the Issuer’s Common Stock to various investors (the “Investors”). On October 31, 2007, ComVest Investment Partners II LLC, one of the Investors, purchased a Note in the principal amount of $11,000,000 and received 52,800,000 shares of the Issuer’s Common Stock. The Notes bear interest, payable quarterly in arrears, at the rate of 3% in the first year, 10% in the second year and 15% in the third year. The Notes are prepayable at any time and become fully due and payable on October 31, 2010. Pursuant to a registration rights agreement, the Issuer agreed to file a registration statement covering all of the shares issued in the Financing Transaction within 80 days of October 31, 2007. Under the registration rights agreement, the Investors are entitled to liquidated damages under certain circumstances if the Issuer does not satisfy its registration obligations. Additionally, the Issuer agreed that, from October 31, 2007 until the date that no Notes remain outstanding, before the Issuer enters into any debt or equity financing or issues any debt or equity securities, subject to certain exceptions, it must give the Investors the option to purchase up to an aggregate of 25% of the total amount of securities to be issued in such transaction on a pro rata basis.

Item 5. Interest in Securities of the Issuer.

     Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b)

     As of November 7, 2007, ComVest Investment Partners II LLC was the record and beneficial owner of 317,039,235 shares of the Issuer’s Common Stock, representing approximately 50.8% of the Issuer’s issued and outstanding Common Stock.

     As of November 7, 2007, ComVest II Partners, LLC may be deemed to beneficially own 317,039,235 shares of the Issuer’s Common Stock, representing approximately 50.8% of the Issuer’s issued and outstanding Common Stock.

     As of November 7, 2007, ComVest Group Holdings LLC may be deemed to beneficially own 317,039,235 shares of the Issuer’s Common Stock, representing approximately 50.8% of the Issuer’s issued and outstanding Common Stock.

     As of November 7, 2007, Michael S. Falk may be deemed to beneficially own 317,039,235 shares of the Issuer’s issued and outstanding Common Stock, representing approximately 50.8% of the Issuer’s issued and outstanding Common Stock. In addition, Mr. Falk may be deemed to beneficially own, solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 1,500,000 shares of the Issuer’s Common Stock that are subject to an option granted to Mr. Falk on June 1, 2007.

     As of November 7, 2007, Robert L. Priddy may be deemed to beneficially own 317,039,235 shares of the Issuer’s Common Stock, representing approximately 50.8% of the Issuer’s issued and outstanding Common Stock.

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     Messrs. Falk and Priddy, by virtue of their status as managing members of ComVest II Partners (the managing member of ComVest Investment Partners II LLC) may be deemed to beneficially own the shares of Common Stock beneficially owned by ComVest Investment Partners II LLC. However, Messrs. Falk and Priddy disclaim any beneficial ownership of such shares.

     See rows 7-10 of each cover page for information on the power to vote or direct the vote and the power to dispose of direct the disposition of shares of the Issuer’s common stock by the persons named in this Schedule 13D.

(c)

     Except as set forth in Item 3 above, none of the persons named in this Schedule 13D have engaged in any transaction during the past 60 days in any shares of Issuer’s Common Stock.

(d)

     Not applicable.

(e)

     Not applicable.

Item 7. Material to be Filed as Exhibits.

     1. Joint Filing Agreement, dated as of November 7, 2007.

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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.