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)
August 5, 2009
(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. 36870Q103 Page 2 of 6 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 40,593,257 shares of Common Stock, over which
OWNED BY Stephen Walters, the president and chief
REPORTING PERSON executive officer of Transax has sole voting
and disposition power.
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
40,593,257 shares of common Stock, over which
Stephen Walters, the president and chief
executive officer of Transax, has sole voting
and disposition power.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,593, 257 Shares of Common Stock,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).
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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)
46.44%
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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 30,000,000 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 950 South Pine Island Rd, Suite
A-150, Plantation, Florida, 33324.
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:
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Name Position with Transax Address
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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
Transax and Carlingford entered into a settlement agreement dated
August 5, 2009, (the "Carlingford Settlement Agreement") regarding the
settlement of an aggregate amount of $60,000.00 due and owing to Carlingford by
Transax relating to a portion of accrued loan interest thereon in the amount of
$60,000.00 (the "Debt"). Pursuant to the terms and provisions of the
Carlingford Settlement Agreement: (i) Transax agreed to settle the Debt by
issuing to Carlingford an aggregate of 30,000,000 shares of its restricted
Common Stock at the rate of $0.002 per share (which amount is based upon the
weighted average of the close price of $0.002 of Transax's shares of Common
Stock traded on the OTC Bulletin Board between July 10, 2009 and August
10,2009); and (ii) Carlingford agreed to convert the Debt and accept the
issuance of an aggregate of 30,000,0000 shares of restricted Common Stock of
Transax as full and complete satisfaction of the Debt.
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In accordance with a letter of instruction from Carlingford and the terms
and provisions of the Carlingford Settlement Agreement, Transax issued an
aggregate of 30,000,000 shares of restricted Common Stock to the Carlingford
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 30,000,000 shares of restricted Common Stock pursuant to
settlement of debt.
(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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on August 6, 2009, Carlingford
beneficially owned of record 40,593,257 shares of Common Stock, 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
46.44% 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 August 5, 2009, 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 August 5, 2009
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 6, 2009 By: /s/ Stephen Walters
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Stephen Walters, President
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