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Heroya Investments Ltd – ‘SC 13D/A’ on 9/17/04 re: Rahaxi, Inc.

On:  Friday, 9/17/04, at 3:53pm ET   ·   Accession #:  908662-4-214   ·   File #:  5-78543

Previous ‘SC 13D’:  ‘SC 13D/A’ on 8/30/04   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/17/04  Heroya Investments Ltd            SC 13D/A               1:8K   Rahaxi, Inc.                      Edwards Angell P… LLP/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4±    18K 
                          Ownership                                              


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Security and Issuer
"Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits


U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) FREESTAR TECHNOLOGY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35687X-10-3 (CUSIP Number) D. Roger Glenn, Esq. Edwards & Angell, LLP 750 Lexington Avenue New York, NY 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 2002 (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 13C, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. 1. Names of Reporting Persons. S.S or I.R.S. Identification Nos. of Above Persons (entities only): Heroya Investments Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a)________________________________________________________________ (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: Gibraltar Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 46,750,960 8. Shared Voting Power: 0 9. Sole Dispositive Power: 46,750,960 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by the Reporting Persons (combined): 46,750,960 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: _______ 13. Percent of Class Represented by Amount in Row (11): 9.8% 14. Type of Reporting Person: CO ITEM 1. SECURITY AND ISSUER. FreeStar Technology Corporation Common Stock, $0.001 par value Calle Fantino Falco, J.A. Baez Building, 2nd Floor Santo Domingo, Dominican Republic ITEM 2. IDENTITY AND BACKGROUND. (a) Heroya Investments Limited. (b) Suite 52 & 53 Victoria House, 26 Main Street, POB 399, Gibraltar. (c) Investments. (d) No. (e) No. (f) Gibraltar ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On September 10, 2002, the Issuer entered into an agreement with Heroya Investments Limited for the acquisition of privately held Rahaxi Processing Oy. On December 16, 2002, the parties to that agreement executed an amendment; under this amendment, the purchase price of $4,300,000 was to be paid in restricted common stock of the Registrant and cash as follows: (a) The Registrant issued to Heroya on December 18, 2002 22,000,000 shares of common stock in exchange for the forgiveness of $2,150,000 of the $4,300,000 owed. (b) The remainder of the purchase price ($2,150,000) was to be paid in cash, with payments due from February 16, 2003 to December 16, 2003. On February 25, 2003, the parties to that agreement executed a second amendment under which the remainder of the purchase price of $4,300,000 was to be paid as follows: (a) The Registrant issued to Heroya 23,200,000 shares of common stock in exchange for the forgiveness of an additional $1,597,000 of the $4,300,000 originally owed. (b) The remainder of the cash purchase price ($553,000) was to be paid in cash, with payments due from March 10, 2003 to December 16, 2003. On June 27, 2003, the parties to that agreement executed a third amendment under which the remaining $553,000 of the original cash purchase price of $4,300,000 was to be paid as follows: (a) The Registrant issued to Heroya 8,137,000 shares of common stock in exchange for the forgiveness of the remaining balance owed of $553,000. (b) As a result of the third amendment, there is no cash purchase price to be paid. ITEM 4. PURPOSE OF TRANSACTION. See Item 3 above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. See Item 3 above. In addition to sales previously reported, Heroya Investments Limited made the following sales of Common Stock of Freestar Technology Corporation on the following dates for the following prices: DATE NUMBER OF SHARES PRICE August 23, 2004 300,000 $.073998 August 24, 2004 125,000 $.072398 August 25, 2004 400,000 $.072498 August 26, 2004 155,000 $.084198 August 27, 2004 40,000 $.072998 August 30, 2004 200,000 $.062098 August 31, 2004 120,000 $.059199 September 1, 2004 130,000 $.062998 September 2, 2004 145,000 $.057299 September 7, 2004 100,000 $.056498 September 8, 2004 60,000 $.052999 September 9, 2004 30,000 $.047998 September 10, 2004 200,000 $.046999 September 13, 2004 100,000 $.043999 September 14, 2004 481,040 $.036799 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 3 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Acquisition Agreement between the Registrant and Heroya Investments Limited, effective on September 10, 2002 (the following schedules have been omitted: Schedule 1, books and records of Rahaxi; Schedule 2, draft employment agreements with Hans Turitz and Tony Horrell; and Schedule 3, list of clients introduced to Rahaxi by Heroya) (incorporated by reference to Exhibit 2 of the Form 8-K filed on September 25, 2002). (b) Amendment 1 to Acquisition Agreement between the Registrant and Heroya Investments Limited, dated December 16, 2002 (incorporated by reference to Exhibit 2.2 of the Form 8-K/A filed on December 24, 2002). (c) Amendment 2 to Acquisition Agreement between the Registrant and Heroya Investments Limited, dated February 25, 2003 (incorporated by reference to Exhibit 2.3 of the Form 8-K/A filed on February 26, 2003). (c) Amendment 3 to Acquisition Agreement between the Registrant and Heroya Investments Limited, dated June 27, 2003 (incorporated by reference to Exhibit 2.4 of the Form 8-K/A filed on October 15, 2003). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the above information set forth in this statement is true, complete and correct. Heroya Investments Limited Date: September 17, 2004 By: /s/ D. Roger Glenn ---------------------------------------- D. Roger Glenn as attorney-in-fact

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing    Date    Other Filings
Filed on:9/17/044
12/16/034
10/15/038-K,  8-K/A
6/27/034/A
3/10/03
2/26/038-K,  8-K/A
2/25/038-K/A
2/16/03
12/24/028-K/A
12/16/02
9/25/028-K
9/10/028-K,  8-K/A
 List all Filings 
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Filing Submission 0000908662-04-000214   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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