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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._________)*
VISUAL EDGE SYSTEMS INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ------------------------------------------------------------------------------
(Title of Class of Securities)
928430 10 7
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(CUSIP Number)
*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).
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SCHEDULE 13G
CUSIP No. 928430 10 7
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (ENTITIES ONLY)
STATUS-ONE INVESTMENTS INC. ("Status-One")
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 1,159,482 - owned of record by Status-One
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH __________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,159,482 - owned of record by Status-One
______________________________________________________________________
8 SHARED DISPOSITIVE POWER
-0-
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,159,482 - owned of record by Status-One
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.8%
______________________________________________________________________
12 TYPE OF REPORTING PERSON
CO
______________________________________________________________________
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SCHEDULE 13G
CUSIP No. 928430 10 7
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (ENTITIES ONLY)
EARL TAKEFMAN
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,159,482 - owned of record by Status-One
EACH __________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
______________________________________________________________________
8 SHARED DISPOSITIVE POWER
1,159,482 - owned of record by Status-One
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,159,482
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /X/
Excludes 2,136 shares owned by Mona-Lee Takefman, Mr. Takefman's
wife, as to which shares Mr. Takefman disclaims beneficial
ownership.
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.8%
______________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
______________________________________________________________________
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ITEM 1.
(a) Name of Issuer: Visual Edge Systems Inc.
(b) Address of Issuer's Principal Executive Offices:
2424 North Federal Highway, Suite 100
Boca Raton, Florida 33431
ITEM 2.
(a) Name of Person Filing: Status-One Investments Inc./Earl Takefman
(b) Address of Principal Business Office or, if none, Residence:
Status-One Investments Inc.
c/o Earl Takefman
Visual Edge Systems Inc.
2424 North Federal Highway, Suite 100
Boca Raton, Florida 33431
Earl Takefman
Visual Edge Systems Inc.
2424 North Federal Highway, Suite 100
Boca Raton, Florida 33431
(c) Citizenship: Canada
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 928430 10 7
ITEM 3. This statement is filed pursuant to Rule 13d-1(c). Accordingly, Items
3(a) through 3(h) are inapplicable.
ITEM 4. Ownership.
(a) Amount Beneficially Owned as of December 31, 1997:
Status-One Investments Inc. - 1,159,482
Earl Takefman - 1,159,482 (represents the 1,159,482 shares owned by
Status-One Investments Inc.)*
(b) Percent of Class:
Status-One Investments Inc. - 21.8%
Earl Takefman - 21.8%*
_________________
*As of December 31, 1997, Status-One Investments Inc., a corporation owned by
Mr. Earl Takefman (the Chief Executive Officer and a Director of the issuer)
and certain of his family members and controlled by Mr. Takefman, was the
owner of record of 1,159,482 shares of Common Stock. Accordingly, Mr. Takefman
may be deemed to have voting power and dispositive power over the 1,159,482
shares of Common Stock beneficially owned by Status-One Investments Inc. In
addition, Mona-Lee Takefman, Mr. Takefman's wife, owns 2,136 shares of Common
Stock, as to which shares Mr. Takefman disclaims beneficial ownership.
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(c) Number of shares as to which persons filing statement have:
(i) sole power to vote or direct the vote:
Status-One Investments Inc. - 1,159,482 shares
Earl Takefman - 0 shares
(ii) shared power to vote or direct the vote:
Status-One Investments Inc. - 0 shares
Earl Takefman - 1,159,482 shares
(iii) sole power to dispose of or direct the disposition of:
Status-One Investments Inc. - 1,159,482 shares
Earl Takefman - 0 shares
(iv) shared power to dispose of or direct the disposition of:
Status-One Investments Inc. - 0 shares
Earl Takefman - 1,159,482 shares
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.
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.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement with respect to it or him is true, complete and correct.
Dated: February 17, 1998
STATUS-ONE INVESTMENTS INC.
By: /s/ Earl Takefman
---------------------------
Name: Earl Takefman
Title: President
/s/ Earl Takefman
-------------------------------
Earl Takefman
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Index of Exhibits
to
Schedule 13G
Filed by Status-One Investments Inc. and Earl Takefman
NUMBER EXHIBIT
1. Joint Filing Agreement, dated as of February 17, 1998, between
Status-One Investments Inc. and Earl Takefman.
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Exhibit 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of the 17th day of February, 1998,
between Status-One Investments Inc. and Earl Takefman.
WHEREAS, pursuant to Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the parties hereto desire to satisfy
any filing obligation under Section 13(g) of the Exchange Act by a single joint
filing;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the undersigned hereby agree and represent as
follows:
1. The Schedule 13G with respect to the Common Stock, par value $.01
per share, of Visual Edge Systems Inc. (to which this Joint Filing Agreement is
an exhibit) is filed on behalf of Status-One Investments Inc. and Earl Takefman.
2. Each of Status-One Investments Inc. and Earl Takefman is eligible
to use such Schedule 13G for the filing of information therein contained.
3. Each of Status-One Investments Inc. and Earl Takefman is
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein, PROVIDED that each such person is not responsible
for the completeness or accuracy of the information concerning the other person
making the filing,
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unless such person knows or has reason to believe that such information is
inaccurate.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing
Agreement to be duly executed and delivered as of the date first above written.
STATUS-ONE INVESTMENTS INC.
By: /s/ Earl Takefman
------------------------------
Name: Earl Takefman
Title: President
/s/ Earl Takefman
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Earl Takefman
