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 --------------------------- -------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Carlingford Investments Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS Settlement Agreement -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius -------------------------------------------------------------------------- 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 ------------------------------------------------------------------------- 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