0001227528-05-000010.txt : 20120705
0001227528-05-000010.hdr.sgml : 20120704
20050127114342
ACCESSION NUMBER: 0001227528-05-000010
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050127
DATE AS OF CHANGE: 20050127
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CARLINGFORD INVESTMENT LTD
CENTRAL INDEX KEY: 0001260647
IRS NUMBER: 841304106
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
MAIL ADDRESS:
STREET 1: 80 FAFFLES PLACE
STREET 2: 16 20 UOB PLAZA II
CITY: SINGAPORE
STATE: U0
ZIP: 048624
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: TRANSAX INTERNATIONAL LTD
CENTRAL INDEX KEY: 0001097896
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 841304106
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-58851
FILM NUMBER: 05552592
BUSINESS ADDRESS:
STREET 1: 7545 IRVINE CENTRE DRIVE
STREET 2: SUITE 200
CITY: IRVINE
STATE: CA
ZIP: 92618
BUSINESS PHONE: 949-623-8316
MAIL ADDRESS:
STREET 1: 7545 IRVINE CENTRE DRIVE
STREET 2: SUITE 200
CITY: IRVINE
STATE: CA
ZIP: 92618
FORMER COMPANY:
FORMER CONFORMED NAME: VEGA ATLANTIC CORP/CO
DATE OF NAME CHANGE: 19991027
SC 13D
1
l13dcarlingford012605.txt
13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
TRANSAX INTERNATIONAL LIMITED
(Name of Issuer)
Common Stock -- par value $0.00001
(Title of Class of Securities)
36870Q103
(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 24, 2005
(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 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
Five copies of the schedule, including all exhibits. See Rule 13d- 7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
Deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
SCHEDULE 13D
-------------------------- --------------------------
CUSIP No. 36870Q103 Page 2 of 7 Pages
--------------------------- --------------------------
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1 NAME OF REPORTING PERSON: Carlingford Investments Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS Settlement Agreement
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
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7 SOLE VOTING POWER
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,970,455 shares of Common Stock, over
OWNED BY which Stephen Walters, the president and
REPORTING PERSON chief executive officer of Transax has sole
voting and disposition power.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
5,970,455 shares of common Stock, over
which Stephen Walters, the president and
chief executive officer of Transax, has
sole voting and dispotions power.
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,970,455 Shares of Common Stock, 2,700,000 warrants exercisable into
2,700,000 shares of Common Stock at a price of $1.00 per share expiring
on August 14, 2008 (over which Stephen Walters has sole voting and
disposition rights), and 48,333 warrants exercisable into 48,333 shares
of Common Stock at a price of $0.20 per share expiring on September
29, 2009 (over which Stephen Walters has sole voting and disposition
rights).
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.98%
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf
of Carlingford Investments Limited, a corporation organized under the laws of
the State of Mauritius ("Carlingford") as the reporting person hereunder,
relative to the acquisition by Carlingford of 1,686,908 shares of restricted
common stock issued by Transax International Limited. Carlingford has made
previous filings on Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.00001 par value,
of Transax International Limited, a Colorado corporation ("Transax"). Transax
maintains its principal executive offices at 7545 Irvine Center Drive, Suite
2000 Spectrum Center, Irvine, California 92618.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Carlingford Investments Limited. Its
sole director and executive officer is Stephen Walters, the president and chief
executive officer and a director of Transax ("Walters"). The address of
Carlingford is 80 Raffles Place, #16-20 UOB Plaza II, Singapore 048624. The
address of Walters is Bali View Block A4/7, J1. Cirendeu Raya 46, Jakarta
Seletan, Indonesia 15419.
Pursuant to General Instruction C of Schedule 13D, Carlingford and
Walters (the "Instruction C Persons") and the information specified in items
(a) through (f) of Item 2 with respect to such Instruction C Person, is as
follows:
----------------------------------------------------------------------------
Name Position with Address
Transax
----------------------------------------------------------------------------
Stephen Walters Director and Chief Bali View Block
Executive Officer A4/7, J1
Cirendeu Raya 46
Jakarta Seletan
Indonesia 15419
Carlingford Investments Limited Shareholder 80 Raffles Place
#16-20 UOB Plaza II
Singapore 048624
--------------------------------------------------------------------------
During the last five (5) years, no Instruction C Person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction or become subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Transax and Carlingford entered into a settlement agreement dated January
24, 2005, to be effective as of December 31, 2004 (the "Carlingford Settlement
Agreement") regarding the settlement of an aggregate amount of $253,036.20 due
and owing to Carlingford by Transax relating to cash advances in the principal
amount of $245,000.00 made by Carlingford and accrued interest thereon in the
amount of $8,036.20 (the "Debt"). Pursuant to the terms and provisions of the
Carlingford Settlement Agreement: (i) Transax agreed to settle the Debt by
issuing to Carlingford and/or its designates an aggregate of 1,686,908 shares
of its restricted Common Stock at the rate of $0.15 per share (which amount is
based upon the average of the open and close price of $0.15 of Transax's shares
of Common Stock traded on the OTC Bulletin Board between December 21, 2004 and
December 31, 2004); and (ii) Carlingford agreed to convert the Debt and accept
the issuance of an aggregate of 1,686,908 shares of restricted Common Stock of
Transax as full and complete satisfaction of the Debt.
Simultaneously, Carlingford and Richard AH. Siagian, Antonius LM.
Pakpahan, Thomas Harmusial, Silsastri Yani and Adhe D. Silviani (collectively,
the "Carlingford Creditors") entered into an agreement for acquisition of
securities and investor representation letter dated January 24, 2005, to be
effective as of December 31, 2004, respectively (the "Carlingford/Creditor
Agreement"). Pursuant to the terms and provisions of each of the
Carlingford/Creditor Agreements: (i) Carlingford agreed to transfer
proportionately to the Carlingford Creditors an aggregate of 1,686,908 shares
of the restricted Common Stock in consideration for debts due and owing by
Carlingford to the Carlingford Creditors; and (ii) the Carlingford Creditors
agreed to accept the transfer of a proportionate amount of the 1,686,908 shares
of restricted Common Stock as settlement of their respective debt.
In accordance with a letter of instruction from Carlingford and the terms
and provisions of the Carlingford Settlement Agreement, Transax issued an
aggregate of 1,686,908 shares of restricted Common Stock to the Carlingford
Creditors in proportion to their respective debt pursuant to the transactional
exemption under Section 4(2) and Regulation S of the Securities Act.
Carlingford executed the Carlingford Settlement Agreement and acknowledged that
the securities to be issued have not been registered under the Securities Act,
that it understood the economic risk of an investment in the securities, and
that it had the opportunity to ask questions of and receive answers from the
Company's management concerning any and all matters related to acquisition of
the securities. The Carlingford Creditors each executed the
Carlingford/Creditor Agreement and acknowledged that the securities to be
issued have not been registered under the Securities Act, that they understood
the economic risk of an investment in the securities, and that they had the
opportunity to ask questions of and receive answers from Transax's management
concerning any and all matters related to acquisition of the securities
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
settlement of debt.
Pursuant to the instructions for items (a) through (j) of Item 4,
Carlingford has plans as follows:
(a) As set forth in Item 3 of this Schedule, Carlingford has acquired an
aggregate of 1,686,908 shares of restricted Common Stock pursuant to
settlement of debt. Simultaneously, Carlingford transferred an
aggregate of 1,686,908 shares of restricted Common Stock to the
Carlingford Creditors. Carlingford has previously acquired an
aggregate of 5,970,455 shares of restricted Common Stock, 2,700,000
warrants exercisable into 2,700,000 shares of Common Stock at the
price of $1.00 per share expiring August 14, 2008 (over which Stephen
Walters has sole voting and disposition rights, and 48,333 warrants
exercisable into 48,333 shares of Common Stock at the price of $0.20
per share expiring September 29, 2009 (over which Stephen Walters has
sole voting and disposition rights).
(b) Carlingford does not have any present plans or proposals to cause a
merger or effect a liquidation or reorganization of Transax or to
enter into extraordinary corporate transactions.
(c) Carlingford does not have any present plans or proposals to cause a
sale or transfer of a material amount of assets of Transax.
(d) Carlingford does not have any present plans or proposals to cause a
change in the present board of directors or in the management of
Transax, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board.
(e) Carlingford does not have any present plans or proposals to cause a
material change in the capitalization of Transax.
(f) Carlingford does not have any present plans or proposals to make any
other material change to the business or corporate structure of
Transax.
(g) Carlingford does not have any present plans or proposals to change
Transax's charter, bylaws or instruments corresponding thereto or to
take other actions that impede the acquisition of control of Transax
by any person.
(h) Carlingford does not have any present plans or proposals to cause
Transax's common stock from not being quoted on the OTC Bulletin
Board.
(i) Carlingford does not have any present plans or proposals relating to
a class of securities of Transax becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934.
(j) Carlingford does not have any present plans or proposals to take any
action similar to any of those enumerated in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on January 24, 2005, Carlingford
beneficially owned of record 5,970,455 shares of Common Stock,
2,700,000 warrants exercisable into 2,700,000 shares of Common Stock
at $1.00 per share expiring on August 8, 2008 (over which Stephen
Walters has sole voting and disposition rights), and 48,333 warrants
exercisable into 48,333 shares of Common Stock at $0.20 per share
expiring on September 9, 2009 (over which Stephen Walters has sole
voting and disposition rights (or approximately 27.98% of the
outstanding shares of Transax's common stock).
(b) Carlingford does not own any other common or preferred shares of
Transax as of the date of this Schedule.
(c) As of January 24, 2005, and within the sixty day period prior
thereto, to the best knowledge and belief of the undersigned,
no transactions involving Transax equity securities had been
engaged in by Carlingford.
(d) To the best knowledge and belief of the undersigned, no person
other than Stephen Walters, on behalf of Carlingford has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships between
Carlingford and those named in Item 2 exist with respect to securities of the
issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Settlement Agreement between Transax International Limited and
Carlingford Investments Limited dated January 24, 2005, to be effective as of
December 31, 2004.
SIGNATURES
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.
CARLINGFORD INVESTMENTS LIMITED
Date: January 26, 2005 By: /s/ Stephen Walters
-------------------- -----------------------------
Stephen Walters, President
EX-1
2
carlingfordsettlementagmt3.txt
CARLINGFORD SETTLEMENT AGREEMENT - 3
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 24th day of
January, 2005, to be effective as of December 31, 2004, by and between Transax
International Limited, a Colorado corporation (the "Company") and Carlingford
Investments Limited ("Carlingford").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and the development and marketing of its
products;
WHEREAS, Carlingford has made monetary advances to the Company in the
aggregate amount of $245,000.00 in order to assist the Company in financing its
contractual debts and ongoing business expenses, and the Company has incurred
$8,036.20 to Carlingford relating to accrued interest on the $245,000.00 debt
for an aggregate amount of $253,036.20 due and owing (the "Debt");
WHEREAS, the Company and Carlingford have settled their differences
regarding the Debt and wish to set forth their settlement agreement;
WHEREAS, the Company desires to settle the Debt by issuing to
Carlingford and/or its designates 1,686,908 shares of its restricted common
stock, par value $0.00001 at the rate of $0.15 per share, which amount is based
upon the average of the open and close price of $0.15 of the Company's shares
of Common Stock traded on the OTC Bulletin Board between December 21, 2004 and
December 31, 2004 (the "Common Stock");
WHEREAS, Carlingford desires to convert the Debt and accept the issuance
of 1,686,908 shares of restricted Common Stock of the Company as full and
complete satisfaction of the Debt; and
WHEREAS, the Board of Directors of the Company by unanimous written
consent dated January 24, 2005 has approved: (i) the execution of this
Settlement Agreement; and (ii) the issuance of the 1,686,908 shares of
restricted Common Stock to Carlingford as settlement of the Debt effective as
of December 31, 2004.
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The Company agrees to issue to Carlingford and/or its designates
1,686,908 shares of its restricted Common Stock, at $0.15 per share, as of
December 31, 2004, as full and complete satisfaction and payment of the Debt.
2. Carlingford agrees to accept the issuance of the 1,686,908 shares of
the restricted Common Stock of the Company as full and complete satisfaction
and payment of the Debt.
3. The Company and Carlingford shall agree to release each other and
forever discharge any and all claims, manner of actions, whether at law or in
equity suits, judgments, debts, liens, liabilities, demands, damages, losses,
sums of money, expenses or disputes, known or unknown, fixed or contingent,
which it now has or may have hereafter, directly or indirectly, individually or
in any capacity against each other, their successors and assigns, as well as
its present or former owners, directors, officers, stockholders, employees,
agents, heirs, by reason of any act, omission, matter, cause, or thing
whatsoever, from the beginning of time to, and including the date of the
execution of this Agreement, relating to the aforesaid Debt.
4. Carlingford acknowledges that the issuance of an aggregate of
1,686,908 shares of restricted Common Stock: (i) have not been registered under
the Securities Act of 1933, as amended (the "1933 Securities Act"); (ii) is in
reliance on the exemption provided by Section 4(2) and/or Regulation S of the
1933 Securities Act; (iii) are being acquired solely for Carlingford's own
account without any present intention for resale or distribution, with the
exception of those shares of Common Stock to be transferred to designates of
Carlingford in accordance with that certain Letter of Instruction from
Carlingford; (iv) will not be resold without registration under the 1933
Securities Act or in compliance with an available exemption from registration,
unless the shares of Common Stock are registered under the 1933 Securities Act
and under any applicable state securities law or an opinion of counsel
satisfactory to the Company is delivered to the Company to the effect that any
proposed distribution of the shares of Common Stock will not violate the
registration requirements of the 1933 Securities Act and any applicable state
securities laws; and (v) that Carlingford understands the economic risk of an
investment in the Common Stock and has had the opportunity to ask questions of
and receive answers from the Company's management concerning any and all
matters related to the acquisition of the Common Stock.
5. This Settlement Agreement shall be effective as of December 31, 2004
and shall be binding upon and insure to the benefit of the parties hereto and
their respective successors.
Transax International Limited
Date:_____________ By:__________________________
Stephen Walters, President and
Chief Executive Officer
Carlingford Investments Limited
Date:______________ By: __________________________
President