Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
CVC CALIFORNIA LLC
  2. Issuer Name and Ticker or Trading Symbol
TALON INTERNATIONAL, INC. [TALN.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
525 OKEECHOBEE BLVD., SUITE 1050
3. Date of Earliest Transaction (Month/Day/Year)
07/12/2013
(Street)

WEST PALM BEACH, FL 33401
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               1,750,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock $ 0 07/12/2013   D     407,160   (2)   (2) Common Stock 40,716,000 $ 0 0 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CVC CALIFORNIA LLC
525 OKEECHOBEE BLVD.
SUITE 1050
WEST PALM BEACH, FL 33401
      See Remarks
ComVest Capital, LLC
525 OKEECHOBEE BLVD.
SUITE 1050
WEST PALM BEACH, FL 33401
      See Remarks
COMVEST CAPITAL MANAGEMENT LLC
525 OKEECHOBEE BLVD.
SUITE 1050
WEST PALM BEACH, FL 33401
      See Remarks
PRIDDY ROBERT L
525 OKEECHOBEE BLVD.
SUITE 1050
WEST PALM BEACH, FL 33401
      See Remarks
FALK MICHAEL
525 OKEECHOBEE BLVD.
SUITE 1050
WEST PALM BEACH, FL 33401
      See Remarks

Signatures

 CVC CALIFORNIA, LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer   07/17/2013
**Signature of Reporting Person Date

 COMVEST CAPITAL, LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer   07/17/2013
**Signature of Reporting Person Date

 COMVEST CAPITAL MANAGEMENT LLC, /s/ Cecilio M. Rodriguez, Chief Financial Officer   07/17/2013
**Signature of Reporting Person Date

 /s/ Robert L. Priddy, Individually   07/17/2013
**Signature of Reporting Person Date

 /s/ Michael S. Falk, Individually   07/17/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Prior to the transaction reported, the securities reported were directly beneficially owned by CVC California, LLC, a Delaware limited liability company (the "Reporting Person"). ComVest Capital, LLC ("Capital") indirectly beneficially owned each of the derivative securities listed herein by virtue of the fact that Capital is the sole member and the managing member of the Reporting Person. ComVest Capital Management LLC ("Management") indirectly beneficially owned each of the derivative securities listed herein by virtue of the fact that Management is the managing member of Capital. Michael S. Falk and Robert L. Priddy may be deemed to have indirectly beneficially owned the securities by virtue of the fact that they are co-managing members of Management. Messrs. Falk and Priddy disclaimed beneficial interest in such securities other than that portion which corresponds with their membership interest in Management.
(2) Each share of Series B Convertible Preferred Stock was immediately convertible into 100 shares of common stock of the issuer. The Series B Convertible Preferred Stock had no expiration date.
 
Remarks:
After given effect to the transaction reported, Reporting Persons are no longer 10% owners.

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