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)
(Title of Class of Securities)
D. Roger Glenn, Esq.
Edwards & Angell, LLP
750 Lexington Avenue
New York, NY10022
(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):
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)
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):
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
ITEM 2. IDENTITY AND BACKGROUND.
(a) Heroya Investments Limited.
(b) Suite 52 & 53 Victoria House, 26 Main Street, POB 399, 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
(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
(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
(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
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).
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
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