A 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)
89352U100
(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)
August 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 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
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CUSIP No. 89352U100 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 Merger 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
0
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,000,000 shares of Common Stock, which
OWNED BY are held on behalf of several underlying
EACH shareholders of Carlingford Investments
REPORTING PERSON Limited.
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,000,000 SHARES OF common Stock, which
are held on behalf of several underlying
shareholders of Carlingford Investments
Limited.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.21%
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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 certain shares of common stock issued by
Vega-Atlantic Corporation, now known as Transax International Limited.
Carlingford has not made any previous filings on Schedule 13D relating to this
acquisition or issuer.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.00001 par value, of
Transax International Limited, formerly known as Vega-Atlantic 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, an individual ("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:
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Name Position with Address
Transax
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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
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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
At the execution of a merger agreement among Vega-Atlantic Corporation,
Vega-Atlantic Acquisition Corporation, Transax Limited, a Colorado corporation,
and certain selling shareholders of Transax Limited dated July 22, 2003 (the
"Merger Agreement"), 1,000,000 shares of restricted common stock of
Vega-Atlantic Corporation were issued to Carlingford, which hold such shares for
several underlying shareholders of Carlingford. The consideration for the
securities of Vega-Atlantic Corporation was the exchange of shares of common
stock in Transax Limited held by Carlingford for the shares of common stock of
Vega-Atlantic Corporation, now known as Transax International Limited.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of engaging
in a private placement of the shares of common stock of Transax as follows:
(a) On July 22, 2003, Vega-Atlantic Corporation (now known as Transax
International Limited), Vega-Atlantic Acquisition Corporation, Transax Limited,
and certain selling shareholders of Transax Limited entered into a merger
agreement (the "Merger Agreement").
On June 19, 2003, the Board of Directors approved and authorized execution
of the proposed Merger Agreement. The Board of Directors further authorized and
directed the submission of a proxy statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Proxy Statement"). The Proxy
Statement was filed with the Securities and Exchange Commission of June 19, 2003
and amended on July 16, 2003. The Proxy Statement was circulated to the
shareholders of Vega-Atlantic Corporation to provide notice that a special
meeting of the shareholders of Vega-Atlantic Corporation would be held at 2:00
p.m. on August 8, 2003.
On August 8, 2003, the special meeting of the shareholders of Vega-Atlantic
Corporation was held pursuant to which the following corporate actions were
approved: (i) an amendment to the Articles of Incorporation of Vega-Atlantic
Corporation to effectuate a proposed change in the name to such name as may be
approved by the Board of Directors; (ii) a stock option plan for key personnel;
and (iii) ratification of the prior actions by shareholders of Vega-Atlantic
Corporation taken pursuant to a written consent dated March 26, 2003 approving a
reverse stock split of one-for-twenty of the issued and outstanding shares of
common stock of Vega-Atlantic corporation, effectuated approximately April 2,
2003.
In accordance with the terms of the Merger Agreement, the sole business
operations of Transax will be in the development, acquisition and marketing of
information network solutions for healthcare providers and health insurance
companies and other end-users world-wide. Pursuant to the terms of the Merger
Agreement, the name "Vega-Atlantic Corporation" was changed to "Transax
International Limited" and, effective August 8, 2003, the trading symbol under
the OTC Bulletin Board for its shares of Common Stock has been changed to
"TNSX".
(b) Pursuant to the terms of the Merger Agreement and a corresponding
contribution agreement, the Company has contributed to Vega-Atlantic Acquisition
Corporation 11,066,207 shares of its restricted Common Stock, 4,500,000 stock
options and 4,100,000 share purchase warrants. Pursuant to further terms of the
Agreement, Transax is in the process of: (i) exchanging therefore with the
Transax shareholders an aggregate of 11,066,207 shares of the Company's
restricted Common Stock (on the basis of each two Transax shares of common stock
exchanged into the right to receive one share of Common Stock of the Company);
(ii) exchanging therefore with the Transax optionholders an aggregate of
4,500,000 stock options to acquire up to 4,500,000 shares of the Company's
Common Stock to replace all stock options presently outstanding in Transax (on
the basis of each two Transax stock options exchanged into the right to receive
one stock option of the Company); and (iii) exchanging therefore with the
Transax warrantholders an aggregate of 4,100,000 share purchase warrants to
acquire up to a further 4,100,000 shares of the Company's Common Stock to
replace all share purchase warrants presently outstanding in Transax (on the
basis of each two Transax share purchase warrants exchanged into the right to
receive one share purchase warrant of the Company).
(c) As of August 14, 2003, Transax issued to Carlingford 1,000,000 shares
of restricted Common Stock, which Carlingford holds on behalf of several
underlying shareholders of Carlingford. Carlingford acknowledged that the
securities to be issued have not been registered under the 1933 Securities Act
and that it understood the economic risk of an investment in the securities.
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 1,000,000 shares of restricted Common Stock of Transax,
which Carlingford holds on behalf of several underlying shareholders
of Carlingford.
(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, as elected to such position
effective August 14, 2003 and August 22, 2003, respectively, 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 August 14, 2003, Carlingford
beneficially owned of record 1,000,000 shares (or approximately 8.21%
of the outstanding shares) of Transax's common stock, which are held
of record by Carlingford on behalf of several underlying shareholders
of Carlingford, over which Carlingford does not have sole voting and
disposition rights.
(b) Carlingford does not own any other common or preferred shares of
Transax as of the date of this Schedule.
(c) As of August 14, 2003, 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 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
None.
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: August 26, 2003 By: /s/ Stephen Walters
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Stephen Walters, President