SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
EDGE TECHNOLOGY GROUP, INC.
(Name of Issuer)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
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928430 10 7
(CUSIP Number)
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Benjamin R. N. Warner
Lister House
35 The Parade
St. Helier, Jersey JE2 3QQ
011-44-1534-505-800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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October 23, 2000
(Date of Event Which Requires Filing
of this Statement)
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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. [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for the 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 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 ("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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CUSIP NUMBER 928430 10 7 13D/A Page 2
(1) Name of Reporting Persons. Global Technology
Value Partners Limited
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instructions) OO
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
Number of Shares (7) Sole Voting 6,869,854
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 6,869,854
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 6,869,854
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 42.8%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
.
<PAGE>
CUSIP NUMBER 928430 10 7 13D/A Page 3
ITEM 1. Security and Issuer.
This statement relates to the ownership of common stock,
$.01 par value (the "Common Stock"), of Edge Technology Group,
Inc., a Delaware corporation formerly known as Visual Edge
Systems, Inc. The principal executive offices of the Issuer are
located at 901 Yamato Road, Suite 175, Boca Raton, Florida
33431.
ITEM 2. Identity and Background.
This statement is being filed by Global Technology Value
Partners Limited ("Global "). Global is a British Virgin Islands
company and its principal address, which also serves as its
principal office, is Lister House, 35 The Parade, St. Helier,
Jersey JE2 3QQ. The principal business of Global is the
purchase, sale, exchange, acquisition and holding of investment
securities.
Benjamin R. N. Warner is a director of Global and a director
of the Corporate Secretary, Europlan Secretarial Services
Limited. Mr. Warner's principal occupation is that of
accountant. His business address is Lister House, 35 The Parade,
St. Helier, Jersey JE2 3QQ, Channel Islands. Mr. Warner is a
citizen of Great Britain.
Whitestone Ltd is a director of Global. Whitestone Ltd's
principal business is that of Corporate Director. The Company's
business address is Akara Bldg., 24 De Castro Street, Wickham's
Cay I, Road Town, Tortola, British Virgin Islands. Whitestone
Ltd is registered in the British Virgin Islands.
Europlan Secretarial Services Limited is the Corporate
Secretary of Global. Europlan Secreterial Services Limited's
principal business is that of Corporate Secretary. The Company's
business address is Lister House, 35 The Parade, St. Heiler,
Jersey, Channel Islands, Jersey JE2 3QQ. Europlan Secreterial
Services Limited is registered in Jersey, Channel Islands.
Neither Global nor, to its knowledge, any of the persons
identified above have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
Global acquired the shares of Common Stock from Infinity
Investors Limited pursuant to a letter agreement dated as of
October 23, 2000 (the "Letter Agreement"). The aggregate
purchase price for the shares of Common Stock acquired thereunder
was $5,500,000, or approximately $0.80 per share, payable on or
before June 30, 2001. The obligation to pay the purchase price
is with full recourse but without interest. Global's obligation
to pay the purchase price is secured by a pledge of the shares of
Common Stock granted pursuant a Pledge Agreement, dated as of
October 23, 2000, between Infinity Investors Limited and Global.
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CUSIP NUMBER 928430 10 7 13D/A Page 4
The foregoing response is qualified in its entirety by
reference to the Letter Agreement, the Pledge Agreement, and the
related Transfer Agent Agreement, copies of which are filed as
Exhibits 99.1, 99.2, and 99.3, respectively, and incorporated
into this response by reference.
ITEM 4. Purpose of Transaction.
The shares of Common Stock acquired by Global were acquired
for investment. Depending upon market conditions and other
factors that it deems material to an investment decision, Global
may purchase additional shares of Common Stock from time to time
or may dispose of all or a portion of the shares of Common Stock
it now beneficially owns or may hereafter acquire. Except as set
forth in this Item 4, Global does not have any present plans or
proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
Global beneficially owns 6,869,854 shares or 42.8%, of the
Common Stock of the Company. Global possesses sole voting and
dispositive power with respect to 6,869,854 shares of Common
Stock. Except as set forth in Item 3 above, no transactions in
the Common Stock were effected by Global during the last 60 days
or since the most recent filing on Schedule 13D, whichever is
less.
ITEM 6. Contracts, Arrangements, or Understandings or
Relationships with Respect to Securities of the Issuer.
The response to Item 3 is incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits.
EXHIBIT NO. TITLE OF EXHIBIT
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99.1 Letter Agreement, dated as of
October 23, 2000, among Global Technology Value
Partners Limited, Infinity Investors Limited, and
Edge Technology Group, Inc. (Filed herewith)
99.2 Pledge Agreement, dated as of
October 23, 2000, between Global Technology Value
Partners Limited and Infinity Investors Limited.
(Filed herewith)
99.3 Transfer Agent Agreement, dated as of
October 23, 2000, among Global Technology Value
Partners Limited, Infinity Investors Limited, and
Edge Technology Group, Inc. (Filed herewith)
(Signature Page Follows)
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CUSIP NUMBER 928430 10 7 13D/A Page 5
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Date: November 1, 2000
GLOBAL TECHNOLOGY VALUE PARTNERS LIMITED
By: /s/ Benjamin R. N. Warner
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Benjamin R. N. Warner, Director
