Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  COMVEST INVESTMENT PARTNERS III, LP
 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]
(Last)
(First)
(Middle)
ONE NORTH CLEMATIS STREET, SUITE 300		 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 Original Filed(Month/Day/Year)
(Street)

WEST PALM BEACH, FL 33401		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COMVEST INVESTMENT PARTNERS III, LP
ONE NORTH CLEMATIS STREET
SUITE 300
WEST PALM BEACH, FL 33401		     X    

Signatures

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

Explanation of Responses:

* 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).
(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.

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