UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
ONLINE VACATION CENTER HOLDINGS CORP.
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(Name of Issuer)
Common Stock - $0.0001 Par Value
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(Title of Class of Securities)
68275E 10 4
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(CUSIP Number)
Edward B. Rudner
1801 NW 66th Avenue, Suite 102
Plantation, Florida 33313
(954) 377-6400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 15, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
SCHEDULE 13D
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CUSIP No. 68275E 10 4 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William A. Cataldo
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO/PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of 7 SOLE VOTING POWER 1,450,310
Shares -----------------------------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 0
Owned by -----------------------------------------------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER 1,450,310
Reporting -----------------------------------------------------------------------------------------------------
Person 10 SHARED DISPOSITIVE POWER 0
With
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,310
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 68275E 10 4 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pacific Tour Services, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Panama
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Number of 7 SOLE VOTING POWER 1,375,310
Shares ----------------------------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 0
Owned by ----------------------------------------------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER 1,375,310
Reporting ----------------------------------------------------------------------------------------------------
Person 10 SHARED DISPOSITIVE POWER 0
With
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,310
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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14 TYPE OF REPORTING PERSON*
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ATTACHMENT
CUSIP No. 68275E 10 4
Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D is filed with
respect to the common stock, $0.0001 par value per share (the "Common Stock"),
of Online Vacation Center Holdings Corp., a Florida corporation (the "Company"
or "Issuer"). The principal executive offices of the Company are located at 1801
N.W. 66th Avenue, Suite 102, Plantation 33313.
Item 2. Identity and Background.
(a) through (f):
This statement of beneficial ownership on Schedule 13D is being jointly
filed by William A. Cataldo ("Cataldo") and Pacific Tour Services, Inc. ("PTS")
(collectively the "Reporting Persons" or a "Reporting Parties").
William Cataldo's principal occupation is President and Director of
Aloha One, Inc. and the business address of his employer is 677 Ala Moana
Boulevard, Suite 403, Honolulu Hawaii 96813. PTS and Aloha One are principally
engaged in tourism services. The business address for Cataldo and PTS is
Executive Center, Suite 912, 1088 Bishop Street, Honolulu, Hawaii 96813. Cataldo
has voting and dispositive power over investments held by PTS and serves as its
Power of Attorney. Attached as Exhibit 1 to this Schedule 13D is a joint filing
agreement by which Cataldo and PTS have agreed to jointly file any statements
required under Section 13(d) of the Exchange Act with respect to their ownership
of the Common Stock. As a result, Cataldo and PTS are jointly filing this
statement on Schedule 13D.
The Reporting Parties have not been, during the past five years, (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which had the result of it being
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.
Mr. Cataldo is a citizen of the United States. PTS is a company
incorporated under the laws of Panama.
Item 3. Source and Amount of Funds or Other Consideration.
Substantially all of the shares, which are subject of this filing, were
acquired in connection with the Share Exchange Agreement by and between the
Company, Online Vacation Center Holdings, Inc. and the shareholders of Online
Vacation Center Holdings, Inc. dated August 25, 2005 and effective March 15,
2006. 75,000 shares owned by Cataldo Family Partners, Ltd., an entity in which
Cataldo serves as general partner, were purchased on the open market for $62,567
between September 28, 2005 and February 16, 2006. Cataldo's ownership interest
excludes 589,980 shares held by the Cataldo Family Trust, a trust in which
Page 4 of 7 Pages
Cataldo is a beneficiary, but does not hold voting control. Cataldo holds voting
control and dispositive control over PTS.
Item 4. Purpose of Transaction.
The acquisition of substantially all of the shares of the Company was
as the result of and in connection with the share exchange agreement by and
between the Company, Online Vacation Center Holdings, Inc., and the shareholders
of Online Vacation Center Holdings, Inc. dated August 25, 2005 and effective
March 15, 2006. Pursuant to the terms of the share exchange agreement, the sole
member of the board of directors of the Company resigned and Edward B. Rudner,
Brian Froelich and Richard Anthony McKinnon were appointed to the board of
directors of the Company. Under the terms of the share exchange agreement, the
Company disposed of all of its assets and acquired a wholly owned interest in
Online Vacation Center Holdings, Inc.
Except as otherwise set forth in this item 4, the Reporting Parties
have no present plans or proposals, which relate to or would result in:
(i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction; such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iv) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board of directors;
(v) any material change in the present capitalization or dividend
policy of the Issuer;
(vi) any other material change in the Issuer's business or
corporate structure;
(vii) changes in the Issuer's Certificate of Incorporation, By-laws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any
person;
(viii) causing a class of securities of the Issuer to cease to be
quoted on Over the Counter Bulletin Board;
(ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(x) any action similar to any of those enumerated above.
Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of March 16, 2006, Cataldo beneficially owned 1,450,310
shares of Common Stock, constituting to the best of his knowledge, 8.6% of the
issued and outstanding shares of Common Stock. Cataldo has sole voting and
dispositive power over all of the shares of Common Stock beneficially owned by
him, which includes shares held by PTS. As of March 16, 2006, PTS beneficially
owned 1,375,310 shares of Common Stock, constituting to the best of its
knowledge, 8.2% of the issued and outstanding shares of Common Stock. PTS has
sole voting and dispositive power over all of the shares of Common Stock
beneficially owned by it. Reference is made to Item 3 above.
(c) Except as otherwise disclosed herein, the Reporting Parties have
not effected any other transactions in the Common Stock during the past 60 days.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in this statement, to the best knowledge of the
Reporting Parties, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Parties and any other
person with respect to any securities of Company including, but not limited to,
transfer of or voting of any of the securities of Company, joint ventures, loan
or option agreements, puts or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency,
the occurrence of which would give another person voting power over the
securities of Company.
Item 7. Material to be Filed as an Exhibit.
(1) Joint Filing Agreement
(2) Share Exchange Agreement
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned party certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 27, 2006 /s/ William A. Cataldo
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Name: William A. Cataldo
Dated: March 27, 2006 Pacific Tour Services, Inc.
By:/s/William A. Cataldo
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Name: William A. Cataldo
Its: Power of Attorney
Page 7 of 7 Pages