SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT 1934(1)
SETO HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
0008166321
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(CUSIP Number)
DECEMBER 31, 1998
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Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-(d)
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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 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
Page 1 of 4 Pages
<PAGE>
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CUSIP No. 0008166321
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan Gelband
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 SOLE VOTING POWER
850,000 shares
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6 SHARED VOTING POWER
-0-
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7 SOLE DISPOSITIVE POWER
850,000 shares
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000 shares
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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
7.3%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 4
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SCHEDULE 13G
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Pursuant to Rule 13d-2 under the Securities Exchange Act of
1934 (the "Exchange Act"), this Amendment No. 1 amends that
certain Schedule 13G (the "Schedule"), filed for an event of
April 9, 1998 by Alan Gelband, Alan Gelband Company, Inc. and
Alan Gelband Company, Inc. Defined Contribution Pension Plan and
Trust with respect to the common stock, par value $.001 per share
("Common Stock"), of Semicon Tools, Inc., a Nevada corporation
("Semicon"). The number of shares of Common Stock outstanding
gives effect to a restructuring of Semicon at which time Semicon
changed its name to Seto Holdings, Inc. ("Seto Holdings").
Unless otherwise indicated herein, capitalized terms used herein
have the meanings ascribed to them in the Schedule. Except as
otherwise expressly indicated below, the information contained in
the Schedule, as amended to date, remains in effect.
ITEM 1(a). NAME OF ISSUER:
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Seto Holdings, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICES:
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554 North State Road
Briarcliff Manor, New York 10510
ITEM 2(a). NAME OF PERSON FILING:
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Alan Gelband ("Gelband")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
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575 Madison Avenue, 7th Floor
New York, New York 10022
ITEM 2(c). CITIZENSHIP:
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U.S.A.
ITEM 4. OWNERSHIP.
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Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: 850,000 shares.*
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(b) Percent of class: 7.3%.
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(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
850,000 shares.
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(ii) Shared power to vote or direct the vote
-0-.
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(iii) Sole power to dispose or direct the
disposition of 850,000 shares.
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(iv) Shared power to dispose or direct the
disposition of -0-.
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Page 3 of 4 Pages
<PAGE>
* Includes shares of Common Stock beneficially owned by (i)
Alan Gelband Company, Inc. of which Gelband is the sole
stockholder and (ii) Alan Gelband Company, Inc. Defined
Contribution Pension Plan and Trust of which Gelband is a trustee
and the sole beneficiary and has sole dispositive and voting
power with respect to its securities. The number of shares
includes 300,000 shares of Common Stock underlying presently
exercisable options expiring on June 9, 2000.
The number of shares beneficially owned and the percentage
of outstanding shares represented thereby, by the Reporting
Person have been computed in accordance with Rule 13d-3 under the
Exchange Act. The percentage of ownership described above is
based on 11,723,500 shares of Common Stock outstanding as
reported in Seto Holding's Quarterly Report on Form 10-QSB for
the quarterly period ended October 31, 1998.
ITEM 10. CERTIFICATION.
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of such
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
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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.
Date: January 26, 1999
/s/ Alan Gelband
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Alan Gelband
Page 4 of 4 Pages
