SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. _____)1
Bell Technology Group Ltd.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
07814V 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement |X|. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
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1 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 the disclosures provided in a prior cover page.
The information required in 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 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).
Page 1 of 7 Pages
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CUSIP No. 07814V 10 2
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Harpoon Holdings, Ltd.
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
-0-
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6. SHARED VOTING POWER
862,500*
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7. SOLE DISPOSITIVE POWER
862,500
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8. SHARED DISPOSITIVE POWER
-0-
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* Subject to an Irrevocable Proxy pursuant to which
Harpoon Holdings, Ltd. has granted Marc H. Bell the sole right to
vote the Harpoon shares with respect to election of the Company's
directors.
Page 2 of 7 Pages
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
862,500
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.4%
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12. TYPE OF REPORTING PERSON*
IN
Page 3 of 7 Pages
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Item 1(a). Name of Issuer:
Bell Technology Group Ltd.
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Item 1(b). Address of Issuer's Principal Executive Offices:
295 Lafayette Street, 3rd Floor, N.Y., NY 10012
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Item 2(a). Name of Person Filing:
Harpoon Holdings, Ltd.
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Item 2(b). Address of Principal Business Office or, if None,
Residence:
2 Handy Road, #11-09 Cathay Building, Singapore 22933
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Item 2(c). Citizenship:
British Virgin Islands
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Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
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Item 2(e) CUSIP Number:
07814V 10 2
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
Page 4 of 7 Pages
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Item 4. Ownership.
If the percent of the class owned, as of December
31 of the year covered by the statement, or as of the last day of any month
described in Rule 13d-1 (b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which there is a
right to acquire.
(a) Amount beneficially owned:
862,500
(b) Percent of class:
28.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 862,500*
(iii) Sole power to dispose or to direct the disposition of:
862,500
(iv) Shared power to dispose or direct the disposition of:
-0-
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
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* Subject to an Irrevocable Proxy pursuant to which
Harpoon Holdings, Ltd. has granted Marc H. Bell the sole right to
vote the Harpoon shares with respect to election of the Company's
directors.
Page 5 of 7 Pages
<PAGE>
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
Page 6 of 7 Pages
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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.
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(Date)
HARPOON HOLDINGS, LTD.
By /s/
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Tsuyoshi Shiraishi
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Page 7 of 7 Pages
