UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment no. 1)
Actrade Financial Technologies, Ltd.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
00507P102
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(CUSIP Number)
Kellogg Capital Group, LLC
14 Wall Street, 27th Floor
New York, New York, 10005
(212) 433-7777
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2004
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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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on thisform with respect
to the subject class of securities, and forany 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).
CUSIP NO. 00507P102 Page 2 of 5 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kellogg Capital Group, LLC
Tax I.D.: 13-4067067
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
New York
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SOLE VOTING POWER
5
NUMBER OF
1,088,850
SHARES -------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
7
REPORTING
1,088,850
PERSON ----------------------------------------
SHARED DISPOSITIVE POWER
WITH: 8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,088,850
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
10 SHARES (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
9.2%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
BD
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Item 1.
(a) Name of Issuer
Actrade Financial Technologies, Ltd.
(b) Address of Issuer's Principal Executive Offices
200 Cottontail Lane
Vantage Court South
Somerset, New Jersey 08873
Item 2.
(a) Name of Person Filing
Kellogg Capital Group, LLC
(b) Address of Principal Business Office or, if none, Residence
14 Wall Street, 27th Floor
New York, NY 10005
(c) Citizenship
New York
(d) Title of Class of Securities
Common Stock, $.0001 par value
(e) CUSIP Number
00507P102
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a)Amount beneficially owned: 1,088,850
(b)Percent of class: 9.2%
(c)Number of shares as to which the person has: 1,088,850
(i)Sole power to vote or to direct the vote: 1,088,850
(ii)Shared power to vote or to direct the vote: 0
(iiiSole power to dispose or to direct the disposition of: 1,088,850
(ivShared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
This Schedule 13G/A is not being filed to report that the reporting person
has ceased to be the owner of more than 5% of the outstanding shares of
common stock of the company.
Item 6. Ownership of More than Five Percent On behalf of another person. No
other person has the right to recieve or the power to direct the receipts of
dividends from, or the proceeds from the sale of, the securities of
Actrade Financial Technologies, Ltd. held by Kellogg Capital Group, LLC.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company. This Schedule
13G/A is not being filed by a parent holding company or a
control person pursuant to Rule 13d-1(b)(1)(ii)(G).
Item 8. Identification and Classification of Members of the Group.
This Schedule is not being filed by a group pursuant to Rule
13d-1(b)(1)(ii)(J).
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
(b) This Schedule 13G/A is being filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and 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 the 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
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.
February 8, 2005
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Date
/s/ Matthew Brand
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Matthew Brand
Title: Managing Director
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