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.
-------------------------------------
(Name of Issuer)
Common Stock - $0.0001 Par Value
--------------------------------
(Title of Class of Securities)
68275E 10 4
-----------
(CUSIP Number)
Edward B. Rudner
1801 NW 66th Avenue, Suite 102
Plantation, Florida 33313
(954) 377-6400
--------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 15, 2006
--------------
(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
---------------------------------------------------------------------------------------------------------------------------------
CUSIP No. 68275E 10 4 Page 1 of 5 Pages
---------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deanna Rudner
---------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
---------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER 0
Shares ---------------------------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 1,680,000
Owned by ---------------------------------------------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER 1,680,000
Reporting ---------------------------------------------------------------------------------------------------
Person 10 SHARED DISPOSITIVE POWER 0
With
---------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,000
---------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
---------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
---------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------------------------------------------------------------------
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 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 filed
by Deanna Rudner ("Rudner" or a "Reporting Party").
Rudner is not currently employed. The address for the Reporting Party
is 4031 N.E. 25th Avenue, Fort Lauderdale, Florida 33308.
The Reporting Party has 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 him 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.
Rudner is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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. These shares
exclude 840,000 shares held in trust for the benefit of Rudner's children and
shares of the Company held by Rudner's spouse, Edward B. Rudner. Edward B.
Rudner serves as chief executive officer and chief financial officer of the
Company. Rudner has no voting or dispositive control over her children's shares
or Edward B. Rudner's shares.
Item 4. Purpose of Transaction.
The acquisition of the securities 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
Page 2 of 5
board of directors of the Company resigned and Edward Rudner, Brian Froelich and
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 Person has
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.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of March 16, 2006, the Reporting Person beneficially
owned 1,680,000 shares of Common Stock, constituting to the best of her
knowledge, 9.9% of the issued and outstanding shares of Common Stock. The
Reporting Person has shared voting and sole dispositive power over 1,680,000 of
the shares of Common Stock beneficially owned by her. The Reporting Person has
appointed Edward B. Rudner as her duly authorized proxy for the voting of the
shares. The proxy expires December 31, 2006. Reference is made to Item 3 above.
Page 3 of 5
(c) Except as otherwise disclosed herein, the Reporting Party has 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.
The Reporting Person has appointed Edward Rudner as her duly authorized
proxy for the voting of the shares. The proxy expires December 31, 2006. Except
as set forth in this statement, to the best knowledge of the Reporting Person,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person 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.
(2) Share Exchange Agreement
(3) Voting Proxy
Page 4 of 5
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: March 27, 2006 /s/ Deanna Rudner
--------------------
Name: Deanna Rudner
Page 5 of 5