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

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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

 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:		9/17/04		4
		12/16/03		4
		10/15/03		8-K,  8-K/A
		6/27/03		4/A
		3/10/03
		2/26/03		8-K,  8-K/A
		2/25/03		8-K/A
		2/16/03
		12/24/02		8-K/A
		12/16/02
		9/25/02		8-K
		9/10/02		8-K,  8-K/A
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