Rahaxi, Inc. – ‘PRE 14C’ for 9/28/04

On:  Tuesday, 9/28/04, at 4:42pm ET   ·   For:  9/28/04   ·   Accession #:  1094328-4-229   ·   File #:  0-28749

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement                8±    33K 

Document Table of Contents

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  SCHEDULE 14C INFORMATION

 INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934  
(AMENDMENT NO.     )

Check the appropriate box:                                                      

[x]  Preliminary Information Statement                                          
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14(a)-6(e)(2))                                                   
[ ]  Definitive Information Statement                                           

   FREESTAR TECHNOLOGY CORPORATION
  (Name of Small Business Issuer in Its Charter)

___________________________________________     
(Name of Person(s) Filing Proxy Statement, if Other Than the Company)         

Payment of Filing Fee (Check the appropriate box):                              

[x] No Fee Required                                                             

[ ]  Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1.  Title of each class of securities to which transaction applies:             
___________________________________________________________________             

2.  Aggregate number of securities to which transaction applies:                
___________________________________________________________________             

3.  Per unit price or other underlying value of transaction                     
computed pursuant to Exchange Act Rule 0-11 (set forth the amount               
on which the filing fee is calculated and state how it was                      
determined):                                                                    
___________________________________________________________________             

4.  Proposed aggregate offering price:                                          
___________________________________________________________________             

5.  Total fee paid:                                                             
___________________________________________________________________             

[  ]  Fee paid previously with preliminary materials.                           

[  ]  Check box is any part of the fee is offset as provided by                 
Exchange Act Rule 0-11(a)(2) and identify the filing for which the              
offsetting fee was paid previously.  Identify the previous filing by            
registration statement number, or the Form or Schedule and the date             
of its filing.                                                                  

1.  Amount previously paid:                                               
_____________________________________________________________________           
_______                                                                         
2.  Form, schedule, or registration statement number:                     
_____________________________________________________________________           

3.  Filing party:                                                         
_____________________________________________________________________           

4.  Date filed:                                                           
_____________________________________________________________________           

Notes:                                                                          

INFORMATION STATEMENT           

FreeStar Technology Corporation         
Calle Fantino Falco, J.A. Baez Building, 2nd Floor        
Santo Domingo, Dominican Republic         

We Are Not Asking You for a Proxy and You Are           
Requested Not To Send Us a Proxy            

This Information Statement is furnished by the Board of               
Directors of FreeStar Technology Corporation, a Nevada corporation              
("Company"), to the holders of record at the close of business on               
August 20, 2004 ("Record Date") of the Company's outstanding common             
stock, par value $0.001 per share ("Common Stock"), pursuant to Rule            
14c-2 promulgated under the Securities Exchange Act of 1934, as                 
amended ("Exchange Act"), that were not solicited by the Company.               

The Company's Board of Directors unanimously approved a proposal      
to decrease the issued and outstanding Common Stock of the Company              
(also known as a reverse stock split) by the ratio of seven (7)                 
existing shares of Common Stock for each new one (1) share of Common            
Stock without a change in the authorized shares of Common Stock of              
the Company.  The Company has received the consent of a majority of             
the outstanding shares of Common Stock for the Company for this action.         

The reverse stock split will not be affected until a date that        
is at least twenty days after the filing and mailing of this                    
Information Statement.  This Information Statement will be mailed on            
or about October 11, 2004 to the Company's stockholders of record who           
have not been solicited for their consent of this corporate action.             

The cost of preparing, assembling and mailing this Information        
Statement is being borne by the Company.                                        

VOTING SECURITIES       

The record date of shareholders entitled to notice of and to          
vote on the Request for Written Consent was the close of business on            
August 20, 2004 ("Record Date").  On such date, the outstanding stock           
of the Company consisted of 479,224,252 shares of Common Stock, and             
preferred stock, as follows: 1,000,000 shares of Series A preferred             
stock (not presently convertible into shares of common stock, and               
2,500,000 shares of Series B preferred stock (each share of which is            
presently convertible into twelve (12) shares of Common Stock.                  

Each holder of Common Stock was entitled to one (1) vote for          
each share of Common Stock held by such shareholder, and each holder            
of Series A and Series B preferred stock is entitled to twelve (12)             
votes for each share of preferred stock held by such shareholder with           
regard to the Written Consent; there was no cumulative voting right             
on any shares.  Votes withheld and abstentions, as well as broker               
non-votes, were not voted.                                                      

The signatures on the Request for Written Consent of a majority       
of the shares of common stock outstanding on the record date                    
constituted approval of the action to be taken by the Company.                  
Pursuant to applicable Nevada law, there are no dissenter's rights              
relating to the matters to be voted on.                                         

STOCK OWNERSHIP     

The following table sets forth information regarding the              
beneficial ownership of shares of the Common Stock as of August 20,             
2004 (479,224,252 issued and outstanding; also, there is outstanding            
1,000,000 shares of Series A preferred stock, each share of which is            
convertible into 12 shares of common stock upon the attainment of               
certain financial goals by the Registrant (which have not occurred),            
and 2,500,000 shares of Series B preferred stock, each share of which           
is currently convertible into 12 shares of common stock) by (i) all             
stockholders known to the Registrant to be beneficial owners of more            
than 5% of the outstanding stock; and (ii) all directors, executive             
officers, and key employees of the Registrant, individually and as a group:     

Title of       Name and                         Amount of        Percent of     
Class          Address of                       Beneficial       Class (2)      
Beneficial Owner                Ownership (1)     

Common Stock   Carl Hessel                      85,000,000 (3)     15.65%       
9 Rue de Commerce                                 
P.O. Box 5837CH-1211                              
Geneva 11 Switzerland 1211                        

Common Stock   Heroya Investments Limited       49,337,000 (4)     10.29%       
Suite 52 & 53 Victoria House                      
26 Main Street                                    
POB 399, Gibraltar                                

Common Stock   Paul Egan                        46,000,000 (5)      9.36%       
Calle Fantino Falco                               
J.A. Baez Building                                
2nd Floor                                         
Santo Domingo,                                    
Dominican Republic                                

Common Stock   Ciaran Egan                      26,000,000 (6)     5.29%        
Calle Fantino Falco                               
J.A. Baez Building                                
2nd Floor                                         
Santo Domingo,                                    
Dominican Republic                                

Common Stock   Fionn Stakelum                    7,000,000 (7)    1.44%         
Calle Fantino Falco                               
J.A. Baez Building                                
2nd Floor                                         
Santo Domingo,                                    
Dominican Republic                                

Common Stock   Shares of all directors,       164,000,000       34.22%          
executive officers, and                           
key employees as a group (4                       
persons)                                          

Series A                                                                        
Preferred                                                                       
Stock          Paul Egan                        1,000,000      100.00%          
Calle Fantino Falco                               
J.A. Baez Building                                
2nd Floor                                         
Santo Domingo,                                    
Dominican Republic                                

(1)  Other than as set forth below, none of these security holders              
has the right to acquire any amount of common stock within sixty days           
from options, warrants, rights, conversion privilege, or similar                
obligations.                                                                    

(2)  The percentage amount for all these shareholders, except for               
Heroya Investments Limited and Carl Hessel, is calculated by adding             
the conversion amount of the Series B preferred shares owned by them            
to the issued and outstanding shares as of August 15, 2004.                     

(3)  75,000,000 of the shares are held in the name of Margaux                   
Investment Management Group, S.A., which is controlled by Mr. Hessel,           
its president.                                                                  

(4)  Heroya Investments Limited is controlled by Canis Nominees                 
Limited, which is controlled by Hans Turitz, Tony Harrell and Lars              
Erik Benson.                                                                    

(5)  Out of the total shares owned, 12,000,000 consist of shares                
which would result from the conversion of 1,000,000 shares of Series            
B preferred stock, which Mr. Egan has the right to acquire within 60            
days.  1,000,000 Series A preferred stock are not included since they           
are not convertible until the Registrant attains certain financial              
goals, which have not been achieved.                                            

(6)   Out of the total shares owned, 12,000,000 consist of shares               
which would result from the conversion of 1,000,000 shares of Series            
B preferred stock, which Mr. Egan has the right to acquire within 60 days.      

(7)   Out of the total shares owned, 6,000,000 consist of shares                
which would result from the conversion of 500,000 shares of Series B            
preferred stock, which Mr. Stakelum has the right to acquire within             
60 days.                                                                        

DECREASE IN ISSUED AND OUTSTANDING COMMON STOCK         

Description of Securities.                                                      

(a)  Shareholder Rights.                                                        

Common Stock.                                                                   

The authorized capital of the Company currently consists of           
500,000,000 shares of common stock, $0.001 par value per share.  The            
holders of Common Stock:                                                        

- have equal ratable rights to dividends from funds legally           
available therefore, when, as, and if declared by the board of    
directors of the Company;                                         

- are entitled to share ratably in all of the assets of the           
Company available for distribution upon winding up of the         
affairs of the Company; and                                       

- are entitled to one non-cumulative vote per share on all matters    
on which shareholders may vote at all meetings of shareholders.   

The  shares of Common Stock do not have any of the following rights:            

- special voting rights;                                              

- preference as to dividends or interest;                             

- preemptive rights to purchase in new issues of shares;              

- preference upon liquidation; or                                     

- any other special rights or preferences.                            

In addition, the shares of Common Stock are not convertible into      
any other security.  There are no restrictions on dividends under any           
loan other financing arrangements or otherwise.                                 

Preferred Stock.                                                                

The  authorized capital stock of the Company also includes            
1,000,000 shares of series A convertible preferred stock, par value             
$0.001, and 4,000,000 shares of Series B convertible preferred stock,           
par value $0.001.  The Series A preferred stock is convertible into             
shares of common stock according to the following schedule:                     

At any time during or after the expiration of the 12th month          
following the issuance of the preferred stock, the holder                       
thereof shall surrender the certificate and receive 12 shares of                
common stock for each share of preferred stock which was                        
surrendered; provided, however, that the number of shares                       
converted during the 12th month following the issuance of the                   
preferred stock shall not exceed 33% of the number of shares                    
evidenced by the certificate presented and further providing                    
that the holder thereof can certify that The Company has made a                 
net profit before taxes of $1,000,000.  Then, on each 12-month                  
anniversary date, again on certification of before tax profits                  
of at least $1,000,000, another 1/3rd of the preferred shares                   
will convert to common until all of the preferred stock has been                
converted.                                                                      

The Series B preferred stock is convertible into shares of common     
stock at the ratio of 12 to 1, with no restrictions.                            

The holders of record of the preferred stock are entitled to all      
of the voting rights, including the right to vote in person or by               
proxy, on any matters, questions, proposals or propositions                     
whatsoever that may properly come before the shareholders of the                
Company at a meeting at which holders of the Company's Common Stock             
are entitled to vote or with respect to all written consents sought             
by the Company from its shareholders including the holders of the               
Company's Common Stock.  The holders of record of such preferred                
stock will be entitled 12 votes for each preferred share held.  In              
respect of all matters concerning the voting rights, preferred stock            
and the common stock shall vote as a single class.                              

(b)  Non-Cumulative Voting.                                                     

The holders of shares of common stock of the company do not have      
cumulative voting rights, which means that the holders of more than             
50% of such outstanding shares, voting for the election of directors,           
can elect all of the directors to be elected, if they so choose.  In            
such event, the holders of the remaining shares will not be able to             
elect any of the company's directors.                                           

(c)  Dividends.                                                                 

The Company does not currently intend to pay cash dividends.          
Because the Company does not intend to make cash distributions,                 
potential shareholders would need to sell their shares to realize a             
return on their investment. There can be no assurances of the                   
projected values of the shares, or can there be any guarantees of the           
success of the Company.                                                         

A distribution of revenues will be made only when, in the             
judgment of the Company's board of directors, it is in the best                 
interest of its stockholders to do so.  The board of directors will             
review, among other things, the financial status of the company and             
any future cash needs of the Company in making its decision.                    

(d)  Transfer Agent.                                                            

The Company uses the services of First American Stock Transfer,       
706 East Bell Road, Suite 202, Phoenix, Arizona 85022, as transfer              
agent and registrar.                                                            

Decrease in Issued and Outstanding Shares (Reverse Stock Split).                

The Company intends to decrease the issued and outstanding            
Common Stock by the ratio of seven (7) existing shares of Common                
Stock for each new one (1) share of Common Stock without a change in            
the authorized shares of Common Stock of the Company (this is also              
known as a reverse stock split).  The Company must provide the Over             
the Counter Bulletin Board at least ten (10) calendar days advance              
notice of the effective date of this reverse stock split in                     
compliance with Rule 10b-17 under the Securities Exchange Act of 1934.          

The Company sought approval for this reverse stock split because      
it believes its shareholders would benefit from a capital structure             
more appropriate for a company of its operational and financial                 
status.  The Company has refined its focus, set new objectives to               
enhance shareholders' value and hopes that a reverse stock split,               
which should result in a higher price per share, and corresponding              
lower number of total shares issued and outstanding at the time of              
implementation, should help to increase the marketability of its                
stock to potential new investors and its ability to attract                     
institutional investors to hold its shares, while decreasing the                
volatility of its stock price.  The Company believes that these                 
changes will help to better position the Company to capture new                 
growth opportunities and enable it to execute its business plans more           
effectively.                                                                    

One affect of a reverse stock split is to increase the number of      
authorized, but unissed shares of Common Stock.  One effect of the              
existence of authorized but unissued capital stock may be to enable             
the Board of Directors to render more difficult or to discourage an             
attempt to obtain control of the company by means of a merger, tender           
offer, proxy contest, or otherwise, and thereby to protect the                  
continuity of the Company's management. If, in the due exercise of              
its fiduciary obligations, for example, the Board of Directors were             
to determine that a takeover proposal was not in the Company's best             
interests, such shares could be issued by the Board of Directors                
without stockholder approval in one or more private placements or               
other transactions that might prevent, or render more difficult or              
costly, completion of the takeover transaction by diluting the voting           
or other rights of the proposed acquiror or insurgent stockholder or            
stockholder group, by creating a substantial voting block in                    
institutional or other hands that might undertake to support the                
position of the incumbent board of directors, by effecting an                   
acquisition that might complicate or preclude the takeover, or                  
otherwise.                                                                      

                                Prior to Reverse               After Reverse

Number of Outstanding                                                           
Shares (as of August 20, 2004)       479,224,252                 68,460,607 (1) 

Shares Unreserved and                                                           
Authorized for Issuance               20,775,748                431,539,393 (1) 

Total Amount of Authorized                                                      
Shares                               500,000,000                500,000,000     

(1)  These numbers are an approximation since rounding may cause      
these numbers to change slightly.                                               

There are no current provisions of the Company's articles of          
incorporation, bylaws, or other contractual arrangements that have              
material anti-takeover impacts.  The Company does not have any                  
current plans, proposals, or arrangements to propose any amendments             
to the articles of incorporation or bylaws that would have a material           
anti-takeover effect.                                                           

Another affect of a reverse stock split is that any Company           
shareholders that hold six or fewer shares will no longer be                    
shareholders of the Company.  In addition, any fractional interests             
in connection with the payment of this reverse split will be rounded            
up by the Company's transfer agent.                                             

By order of the Board of Directors                                              
September 28, 2004                                                              

/s/  Ciaran Egan                                                                
Ciaran Egan, Secretary                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRE 14C’ Filing		Date		Other Filings
		10/11/04
Filed on / For Period End:		9/28/04		DEF 14C,  NT 10-K
		8/20/04		DEF 14A,  PRE 14A
		8/15/04
				List all Filings