<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vertex Interactive, Inc.
(Name of Issuer)
Common Stock, $.005 Par Value
(Title of Class of Securities)
925322109
(CUSIP Number)
NICHOLAS R. H. TOMS
EDWARDSTONE & COMPANY, INCORPORATED
600 MADISON AVE, 26TH FLOOR
NEW YORK, NEW YORK 10022
(212)832-2700
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
Jeffrey D. Marks, Esq.,
Law Offices of Jeffrey D. Marks, Esq.
415 Clifton Avenue
Clifton, New Jersey 07015
(973)253-8855
September 23, 1999
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 925322109 Page 1 of 5 Pages
_________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Edwardstone & Company, Incorporated
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS
________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(c) [ ]
________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY _______________________________________________
EACH 9 SOLE DISPOSTIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
_________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
co
<PAGE>
INTRODUCTION
This statement on Schedule 13D (Amendment No. 1) (the
"Statement") constitutes an amendment to the initial filing by
Edwardstone & Company, Incorporated, a Delaware corporation
("Edwardstone"), dated September 27, 1999 with respect to the
beneficial ownership of shares of common stock, par value $.005
per share (the "Common Stock", of Vertex Interactive, Inc., a New
Jersey corporation. (the "Company") (formerly Vertex Industries,
Inc.)
This Statement is being filed by Edwardstone.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this
Statement on Schedule 13D (Amendment No. 1) relates is the common
stock, par value $.005 per share (the "Common Stock"), of Vertex
Interactive, Inc., a New Jersey corporation (the "Company"). The
address of the Company's principal executive office is 23 Carol
Street, P.O. Box 996, Clifton, New Jersey 07014.
ITEM 2. IDENTITY AND BACKGROUND
No Change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Edwardstone initially acquired 5,449,642 shares of Common
Stock pursuant to a Subscription Agreement, dated as of June 21,
1999 as amended on August 23, 1999 and September 13, 1999, by and
among Edwardstone, MidMark Capital, L.P., a Delaware limited
partnership ("MidMark") and the Company (as amended, the
"Subscription Agreement"). Such Subscription Agreement is
attached as Exhibits 1, 2, and 3, to the 13D dated September 27,
1999. Such shares were purchased by Edwardstone with the working
capital of Edwardstone and a $250,000 personal loan acquired by
Nicholas Toms, the Chief Executive Officer of Edwardstone, from
Bank of America, at an aggregate cost of $5,000,000. On September
23, 1999, Edwardstone distributed the Common shares it had
acquired on behalf of its investor group, except for 384,428
shares, to each member of the group as his, her or its interests
appeared on such date. On September 27, 1999, Edwardstone
transferred 384,428 shares of Common Stock to the PSS
Shareholders (as such term is defined in the Subscription
Agreement).
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
On September 23, 1999, Edwardstone distributed the Common
shares it had acquired on behalf of its investor group, except
for 384,428 shares, to each member of the group as his, her or
its interests appeared on such date. On September 27, 1999,
Edwardstone transferred 384,428 shares of Common stock to the PSS
Shareholders (as such terms is defined in the Subscription
Agreement).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Edwardstone beneficially owns 0 shares of Common Stock.
(b) Edwardstone has the sole power to vote, direct the
voting of, dispose of and direct the disposition of 0
shares of Common Stock of the Company.
(c) Except as described in paragraph (a) above, neither the
Reporting Person nor, to the best knowledge of the
Reporting Person, any of the persons referred to in
Schedule I attached hereto, has effected any
transactions in the Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, the Reporting Person nor any
other person referred to in Schedule I attached hereto has any
contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of
the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No change.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the Reporting Person, such person or entity certifies
that the information set forth in this Schedule 13D (Amendment
No. 1) is true, complete and correct and agrees that this
statement is filed on behalf of them.
Dated: April 6, 2000
EDWARDSTONE & COMPANY, Incorporated
By: /s/ Nicholas R.H. Toms
Name: Nicholas R.H. Toms
Title: Chief Executive Officer
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The names, present principal occupations and business
addresses of the directors and executive officers of Edwardstone
are set forth below. The directors' or executive officer's
business address is that of the Reporting Person. Unless
otherwise indicated, each occupation set forth opposite an
individual's name refers to the Reporting Person.
_________________________________________________________________
Directors Office
Citizenship _______
Hugo H. Biermann President of Edwardstone
Ireland
Nicholas R.H. Toms Chairman and Chief Executive Officer of
United Kingdom Edwardstone
Officers Office
Citizenship ______
Hugo H. Biermann See information under Directors
Ireland
Nicholas R.H. Toms See information under Directors
United Kingdom
Victoria Schweizer Secretary
United States
