0000943440-11-000727.txt : 20111025 0000943440-11-000727.hdr.sgml : 20111025 20111025140251 ACCESSION NUMBER: 0000943440-11-000727 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111025 DATE AS OF CHANGE: 20111025 GROUP MEMBERS: ACCESS AMERICA INVESTMENTS, LLC, CHRISTOPHER H. EFIRD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hellenic Solutions Corp CENTRAL INDEX KEY: 0001368195 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82061 FILM NUMBER: 111156377 BUSINESS ADDRESS: STREET 1: 5, ICHOUS STR. - GALATSI CITY: 111 46 ATHENS STATE: J3 ZIP: NONE BUSINESS PHONE: 30-210-223-4533 MAIL ADDRESS: STREET 1: 5, ICHOUS STR. - GALATSI CITY: 111 46 ATHENS STATE: J3 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: Aegean Earth & Marine CORP DATE OF NAME CHANGE: 20080306 FORMER COMPANY: FORMER CONFORMED NAME: Tiger Growth CORP DATE OF NAME CHANGE: 20060630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS AMERICA FUND L P CENTRAL INDEX KEY: 0001374940 IRS NUMBER: 753217182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 800 TOWN & COUNTRY BLVD. STREET 2: #420 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-600-8888 MAIL ADDRESS: STREET 1: 800 TOWN & COUNTRY BLVD. STREET 2: #420 CITY: HOUSTON STATE: TX ZIP: 77024 SC 13D 1 hellenic102011_13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)*




HELLENIC SOLUTIONS CORPORATION

--------------------------------------------------------------------------------

(Name of Issuer)


Ordinary Shares, par value $0.00345728 per share

--------------------------------------------------------------------------------

(Title of Class of Securities)


G44470105

--------------------------------------------------------------------------------

(CUSIP Number)



Joseph Rozelle

Access America Fund, LP

800 Town & Country Boulevard

Houston, TX 77042

(713) 600-8888

--------------------------------------------------------------------------------

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)


October 25, 2011

--------------------------------------------------------------------------------

(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 §240. 13d-7 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 (the “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).







CUSIP No.  G44470105

SCHEDULE 13D


1

NAMES OF REPORTING PERSONS:  Access America Fund, LP


I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


75-3217182

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)   [   ]

(b)   [X]

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)


OO


5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

        [  ]


6

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware

 

 

7

 

SOLE VOTING POWER


34,384,272

NUMBER OF
SHARES

 

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

0

OWNED BY

 

 

 

 

EACH

 

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

 

PERSON

 

 

 

34,384,272

WITH

 

 

 

 

10

SHARED DISPOSITIVE POWER


0


11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


34,384,272


12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

      [X]


13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


65.3%*


14

TYPE OF REPORTING PERSON (See Instructions)


PN







CUSIP No.   G44470105

SCHEDULE 13D


1

NAMES OF REPORTING PERSONS:  Access America Investments, LLC


I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


42-1707240


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [   ]

(b)  [X]


3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)


OO


5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

        [    ]


6

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware

 

 

7

 

SOLE VOTING POWER


34,384,272

NUMBER OF
SHARES

 

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

0

OWNED BY

 

 

 

 

EACH

 

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

 

PERSON

 

 

 

34,384,272

WITH

 

 

 

 

10

SHARED DISPOSITIVE POWER


0


11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


34,384,272


12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

        [X]


13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


65.3%*


14

TYPE OF REPORTING PERSON (See Instructions)


PN







CUSIP No.  G44470105

SCHEDULE 13D


1

NAMES OF REPORTING PERSONS:  Christopher H. Efird


I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [   ]

(b)  [X]


3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)


OO



5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

        [   ]


6

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

 

 

7

 

SOLE VOTING POWER


34,384,272

NUMBER OF
SHARES

 

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

0

OWNED BY

 

 

 

 

EACH

 

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

 

PERSON

 

 

 

34,384,272

WITH

 

 

 

 

10

SHARED DISPOSITIVE POWER


0


11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


34,384,272


12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

        [X]


13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


65.3%*


14

TYPE OF REPORTING PERSON (See Instructions)


PN






ITEM 1.

SECURITY AND ISSUER


The title and class of equity securities to which this Schedule 13D relates is Ordinary Shares, par value $.00345728 per share (the “Ordinary Shares”), of Hellenic Solutions Corporation, a company organized under the laws of the Cayman Islands (the “Issuer”). The address of the principal executive offices of the Issuer is G. Mitsaki, 30, Porto Rafti, 19003 Greece.

.


ITEM 2.

IDENTITY AND BACKGROUND


This statement is being filed by: Access America Fund, LP, Access America Investments, LLC, Christopher Efird (the “Reporting Persons”)


The address of the Reporting Persons is 800 Town & Country Boulevard, Suite 420, Houston, TX 77042


The principal business of Access America Fund, LP is that of a private investment entity engaging in the purchase and sale of securities.


Access America Investments, LLC is the general partner of Access America Fund, LP.  The managing member of Access America Investments, LLC is Christopher Efird. Mr. Efird is the only controlling member of Access America Investments, LLC


None of the Reporting Persons has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


None of the Reporting Persons has, during the last five (5) years, been 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 or, prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.


Access America Fund, LP is a Delaware Limited Partnership.

Access America Investments, LLC is a Delaware Limited Liability Corporation

Christopher Efird is a United States citizen.


ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.


The ultimate source of the funds invested by Access America Fund, LP was and is capital contributions of the partners of Access America Fund, LP and/or investment proceeds thereof.  


ITEM 4.

PURPOSE OF THE TRANSACTION.


Access America Fund, LP acquired the Ordinary Shares for investment purposes in the ordinary course of its business of investing in securities. It is the Reporting Persons’ intention to further purchase, or to sell, lend, vote, dispose or otherwise deal in the Issuer’s securities in all cases at times and in such manner as they deem advisable in pursuit of their investment purposes as determined in light of then-current market conditions, Issuer developments and other circumstances.


To evaluate such alternatives, the Reporting Persons take into consideration, among other factors, the Issuer’s prospects, capital structure, operations, management and strategic opportunities or potential transactions in the Ordinary Shares and discuss such matters with the Issuer’s management. The Reporting Persons are also engaged in the discussion of such matters with other Issuer shareholders, industry analysts, investment and financing firms, existing or potential strategic partners or acquirers and customers. In the course of such discussions, the Reporting Persons may suggest or express a view with respect to potential changes in the Issuer’s operations, management, Board of Directors, governance, ownership or capital structure. In addition, as a result of such discussions, market conditions or further developments or actions of the Issuer, the Reporting Persons may change their intentions or Ordinary Share ownership stated herein, exercise certain shareholder rights under state of federal law, or make proposals and take actions that could change or influence the management, capital structure, Board of Directors, or ownership of the Issuer. Such actions may involve one or more of the events referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.  Nothing herein shall be construed as limiting the scope of actions or alternatives that the Reporting Persons may consider or discuss from time to time, or the course of action, if any, that the Reporting Persons may ultimately pursue.





Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the matters referred to in this Statement.

 


ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER


Access America Fund, LP is the beneficial owner of 34,384,272 Ordinary Shares of the Issuer.  Based on estimates of shares outstanding of the Issuer based upon the Form S-1/A filed by the Issuer on February 10, 2011 that states that the Issuer had an aggregate of 21,133,481 Ordinary Shares outstanding as of September 30, 2010 plus the 18,500,000 shares received in the conversion of notes, plus the 13,000,000 shares that would be received in the conversion of notes that are convertible within 60 days, the Reporting Persons may be deemed to collectively own approximately 65.3% of the Issuer’s Ordinary Shares. By virtue of his position with Access America Investments, LLC, Mr. Efird has the sole power to vote and dispose of the Ordinary Shares owned by the Reporting Persons.



ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR

RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.


Based on an agreement with the Company in connection with a financing that occurred in February, 2010, Access America Fund, LP may be eligible to receive an additional 3,807,926 Ordinary Shares of the Issuer from certain founders of the Issuer if the Issuer does not meet certain performance targets agreed to in the financing documents.  Such targets are based on audited 2010 financial results, which the Issuer has not yet produced.  Access America Fund, LP does not believe that these shares will be available to it in the next 60 days, if ever.


ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.


The Agreement to Jointly File Schedule 13D by and among Access America Fund, LP, Access America Investments, LLC, and Christopher Efird is attached as Exhibit A hereto.






SIGNATURES


After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and accurate.


Dated: _________________

Access America Fund, LP

 

 

 

By: /s/ Christopher Efird

Name:  Christopher Efird

Title:  Managing Member of the General Partner

 

 

Access America Investments, LLC

 

By: /s/ Joseph Rozelle

Name:  Joseph Rozelle

Title:  Chief Financial Officer

 

 

By: /s/ Christopher Efird

Christopher Efird








EXHIBIT INDEX

 

 

 

EXHIBIT REFERENCE

DESCRIPTION

A

 

Agreement to Jointly File Schedule 13D




EXHIBIT A

AGREEMENT TO JOINTLY FILE SCHEDULE 13D

AGREEMENT dated as of October 24, 2011 by and among Access America Fund, LP, Access America Investments, LLC, and Christopher Efird  (collectively, the “Reporting Persons”).

WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons hereto have decided to satisfy their filing obligations under the Exchange Act by a single joint filing:

NOW, THEREFORE, the Reporting Persons hereby agree as follows:

1.

The Schedule 13D with respect to Hellenic Solutions Corporation, to which this is attached as Exhibit A, is filed on behalf of each of the Reporting Persons.

2.

Each Reporting Person is responsible for the completeness and accuracy of the information concerning such Reporting Person contained therein.

    

IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.


Access America Investments, LLC

 

By: /s/ Joseph Rozelle

Name:  Joseph Rozelle

Title:  Chief Financial Officer

 

 

Access America Fund, LP

 

By: /s/ Christopher Efird

Name:  Christopher Efird

Title:  Managing Member of the General Partner

 

 

By: /s/ Christopher Efird

Christopher Efird