0001094328-05-000041.txt : 20120629 0001094328-05-000041.hdr.sgml : 20120629 20050223170008 ACCESSION NUMBER: 0001094328-05-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSAXIS INC CENTRAL INDEX KEY: 0000774055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 870461856 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47737 FILM NUMBER: 05634919 BUSINESS ADDRESS: STREET 1: 348 EAST 6400 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 4356553617 MAIL ADDRESS: STREET 1: 348 EAST 6400 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84060 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL COURIER TECHNOLOGIES INC DATE OF NAME CHANGE: 19981006 FORMER COMPANY: FORMER CONFORMED NAME: DATAMARK HOLDING INC DATE OF NAME CHANGE: 19950124 FORMER COMPANY: FORMER CONFORMED NAME: EXCHEQUER INC /DE/ DATE OF NAME CHANGE: 19950111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FREESTAR TECHNOLOGY CORP CENTRAL INDEX KEY: 0001102301 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 880446457 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 207 W 138TH STREET STREET 2: SUITE 710 CITY: LOS ANGELES STATE: CA ZIP: 90006 BUSINESS PHONE: 7149690123 MAIL ADDRESS: STREET 1: PO BOX 231 STREET 2: 3450 E. RUSSELL RD CITY: HUNTINGTON BEACH STATE: CA ZIP: 92648 FORMER COMPANY: FORMER CONFORMED NAME: FREESTAR TECHNOLOGIES DATE OF NAME CHANGE: 20010220 FORMER COMPANY: FORMER CONFORMED NAME: FREEDOM SURF INC DATE OF NAME CHANGE: 20000103 SC 13D/A 1 freestar13d022305.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) TRANSAXIS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 253838 10 6 (CUSIP Number) Paul Egan, President FreeStar Technology Corporation Calle Fantino Falco, J.A. Baez Building, 2nd Floor Santo Domingo, Dominican Republic; (809) 503-5911 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 14, 2003 (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): FreeStar Technology Corporation (88-0446457) 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: Nevada Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 350,900 8. Shared Voting Power: 0 9. Sole Dispositive Power: 350,900 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by the Reporting Persons (combined): 350,900 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: _______ 13. Percent of Class Represented by Amount in Row (11): 43.5% 14. Type of Reporting Person: CO ITEM 1. SECURITY AND ISSUER. TransAxis, Inc. Common Stock, $0.0001 par value 348 East 6400 South, Suite 220 Salt Lake City, Utah 84107 ITEM 2. IDENTITY AND BACKGROUND. (a) Name: FreeStar Technology Corporation (b) Business address: Calle Fantino Falco, J.A. Baez Building, 2nd Floor, Santo Domingo, Dominican Republic (c) Principal Business: International payment processing and technology. (d) FreeStar has not been, and to the best knowledge of FreeStar, none of the directors and executive officers of FreeStar has been, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors. (e) Except as described below, FreeStar has not been, and to the best knowledge of FreeStar, none of the directors and executive officers of FreeStar has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. On March 6, 2002 the Securities and Exchange Commission ("SEC") filed an action against Raece Richardson and David McKenzie, formerly the president and vice president of Freedom Surf, Inc. (as FreeStar was formerly known as), respectively, for securities fraud, for falsifying Freedom Surf's financial statements. The SEC's complaint alleges that the two included $5,180,000 in fraudulently valued assets on Freedom Surf's financial statements filed with the SEC between January and November 2000. In connection with the action against Raece Richardson and David McKenzie, the SEC also charged FreeStar, as successor corporation to Freedom Surf, with violations of Section 17(a) of the Securities Act of 1933, and Sections 10(b), 12(g), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-11 and 13a-13 thereunder. FreeStar resolved the litigation without admitting or denying the allegations in the complaint by consenting to an entry of final judgments of permanent injunction from violating any of the foregoing sections of the Securities Act and the Exchange Act, and rules thereunder. The settlement represents neither evidence nor an admission of wrongdoing or liability of FreeStar. All the violations alleged predated current management's assumption of control. For additional information, shareholders are urged to review the Commission's Litigation Release No. 17397 and Accounting and Auditing Enforcement Release No. 1514, dated March 6, 2002 at the SEC's website www.sec.gov. (f) Citizenship: Nevada ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The consideration for the purchase described in Item 4 below was 3,200,000 newly issued shares of FreeStar's common stock. ITEM 4. PURPOSE OF TRANSACTION. Purpose of the acquisition of securities: see Item 6 below. Except as described in Item 6 below, FreeStar does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of TransAxis, or the disposition of securities of TransAxis; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving TransAxis or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of TransAxis or any of its subsidiaries; (d) any change in the present board of directors or management of TransAxis, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of TransAxis; (f) any other material change in TransAxis' business or corporate structure; (g) any change in TransAxis' charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of TransAxis by any person; (h) causing a class of securities of TransAxis to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of TransAxis becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Number and percentage of class: 350,900 shares owned by FreeStar, which represents 43.5% of the outstanding shares. (b) Number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition: FreeStar has sole voting and disposal power with respect to all 350,900 shares reported. (c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less: None. (d) Any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities: Not applicable. (e) The date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On September 24, 2003, FreeStar entered into an agreement with certain shareholders of TransAxis, Inc. ("TransAxis") (formerly Digital Courier Technologies, Inc.) ("TA Acquisition Agreement"). The terms of the agreement provided for FreeStar to acquire two assets of TransAxis: (a) 373,382 shares of company common stock (which represented 43.5% of the total of 805,000 shares of TransAxis common stock outstanding); and (b) a right to convert $349,984 of TransAxis debt into 2,916,533 shares, which if converted, would have given FreeStar 87.5% of the outstanding common stock of TransAxis ("Conversion Right"). The Conversion Right, which was part of a settlement agreement between Don Marshall, the former CEO of TransAxis, and TransAxis, was assigned by Mr. Marshall to FreeStar. In exchange FreeStar was to issue on a pro rata basis based on the sellers' current percentage beneficial ownership of TransAxis common stock (including the beneficial ownership of the TransAxis common stock represented by the Conversion Right) the aggregate number of shares of FreeStar common stock which is the greater of (i) 7,000,000 (1,000,000 post reverse-split) shares of common stock, or (ii) that number of shares of common stock equal to $1,260,000 divided by the average closing bid price per share of the common stock on the five days prior to the closing date. On October 8, 2003, the parties amended the TA Acquisition Agreement. The following was amended under this document: (a) The Registration Rights Agreement was amended so that FreeStar was to use commercially reasonable efforts to cause a Form SB-2 registration statement covering re-sales of all of the shares of FreeStar common stock to be issued to or on behalf of the Sellers at the closing to be filed with the SEC within 180 days after the closing. Thereafter, FreeStar was to use commercially reasonable efforts to have this registration statement declared effective as promptly as possible, and to keep this registration statement effective until the earlier of (i) one year following the effectiveness date or (ii) that date on which all of the common stock covered by the registration statement may be resold without further restriction pursuant to Rule 144 under the Securities Act of 1933. (b) The parties to the agreement concur that the original amount of FreeStar common stock to be issued in connection with the TA Acquisition Agreement was 31,500,000 (4,500,000 post reverse-split) shares, but that due to a certain liability of TransAxis, the total amount of common stock to be issued by FreeStar was reduced to 25,312,053 (3,616,008 post reverse-split). In addition, due to a missing stock certificate of that company, FreeStar was required to deliver a further reduced total of 25,183,418 (3,597,631 post reverse-split) shares of common stock at the closing, with the remaining 128,585 (17,941 post reverse-split) shares only upon delivery to FreeStar the missing stock certificate. On February 20, 2004, the parties further amended the TA Acquisition Agreement ("Amendment No. 2"). FreeStar had identified certain accounting-related deficiencies in the books of TransAxis which predate the closing date, and that such deficiencies have and will continue to preclude TransAxis from being able to obtain audited financial statements without undue effort and expense, if at all. In order to avoid the cost of litigation and further disputes and negotiation, FreeStar and TransAxis agreed to reduce the number of shares ssuable under the TA Acquisition Agreement from 25,183,418 (3,597,631 post reverse-split) to 3,200,000 (457,143 post reverse split), which were actually issued. In exchange, FreeStar actually received 350,900 shares of TransAxis stock, or 43.5% of the total issued and outstanding shares of TransAxis, with a right to receive an additional 22,482 lost shares of common stock and a right to convert certain debt into 2,916,533 shares of common stock upon the exercise of its Conversion Right. FreeStar never exercised its Conversion Right, and never controlled a majority of the common stock of TransAxis. FreeStar and TransAxis rescinded the Conversion Right, effective on June 17, 2004, but FreeStar retains its claim for $349,984. After extensive discussions and following the unanimous determination of the FreeStar's Board of Directors, FreeStar terminated the TA Agreement as of June 17, 2004. This decision was based on both TransAxis' and the sellers' failure to disclose material liabilities and contingencies in connection with that company, as well as their failure to comply with their obligations under the agreement. FreeStar believes that it will recover the 3,200,000 (457,143 post reverse split) shares issued under the TA Acquisition Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Stock Purchase Agreement between the Registrant and the stockholders of TransAxis, Inc., dated September 24, 2003 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on October 24, 2003). (b) Amendment to Stock Purchase Agreement between the Registrant and the stockholders of TransAxis, Inc., dated October 8, 2003 (incorporated by reference to Exhibit 2.2 of the Form 8-K filed on October 24, 2003). (c) Amendment No. 2 to Stock Purchase Agreement between the Registrant and the stockholders of TransAxis, Inc., dated February 20, 2004 (incorporated by reference to Exhibit 2.3 of the Form 8-K/A filed on March 2, 2004). (d) Rescission Agreement between the Registrant and TransAxis, Inc., dated August 24, 2004 (effective on June 17, 2004) (incorporated by reference to Exhibit 10 of the Form 8-K/A filed on August 26, 2004). 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. FreeStar Technology Corporation Dated: February 21, 2005 By: /s/ Paul Egan Paul Egan, President