SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
HALSTEAD ENERGY CORP.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
40641710
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(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-4309
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 1998
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(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
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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 not be deemed to be "filed" for the purpose of section 18
of the Securities Exchange Act of 1934, as amended (the "Act") 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).
<PAGE>
CUSIP No. 40641710 Amendment No. 1 to 13D
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification N/A
No. of Above Person
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(2) Check the Appropriate Box if a (a) / /
Member of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds* WC
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(5) Check 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 Nevis, West Indies
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Number of Shares (7) Sole Voting 3,170,488
Power
Beneficially -----------------------------------
(8) Shared Voting
Owned by Each Power
-----------------------------------
Reporting Person (9) Sole Dispositive 3,170,488
Power
With: -----------------------------------
(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned 3,170,488
by Each Reporting Person
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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 41.2%
Amount in Row (11)
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(14) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
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Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the common stock,
par value $.001 per share (the "Common Stock"), of Halstead
Energy Corp., a Nevada corporation (the "Issuer"), filed by
Infinity Investors Limited, a Nevis West Indies business
corporation (the "Reporting Person") filed on October 21, 1997
(the "Original Filing") is amended and supplemented by this
Amendment No. 1 as set forth herein. Except as otherwise provided
herein, capitalized terms used in this Amendment No. 1 shall have
the meanings ascribed to such terms in the Original Filing.
1. Security and Issuer.
------------------
Not Amended.
2. Identity and Background.
-----------------------
Not Amended.
3. Source and Amount of Funds or Other Consideration.
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Not Amended.
4. Purpose of Transaction.
---------------------
The response to Item 4 is hereby amended to add the
following:
As indicated in the Original Filing, the Restructuring
Agreement provides the Reporting Person with the right to
acquire up to an additional 1,000,000 shares of Common Stock
upon the occurrence of certain material contingencies which
were previously not within the control of the Reporting
Person. Effective March 2, 1998, such material contingencies
occurred resulting in the Reporting Person obtaining the
immediate right to acquire the additional Tarricone Option
Shares.
5. Interest in Securities of the Issuer.
-----------------------------------
The response to Item 5 is hereby amended and restated, in
its entirety, to read as follows:
(a) The aggregate number of shares of Common Stock which
may be deemed to be beneficially owned by the Reporting
Person as of the date hereof is 3,170,488 shares (all
of which are subject to a right to acquire)
constituting 41.2% of the outstanding Common Stock of
the Issuer (based on 4,518,601 shares of Common Stock
outstanding as of January 15, 1998 pursuant to the
Issuer's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1997.
(b) The Reporting Person believes that it has or will have
sole voting and dispositive power over the shares of
Common Stock described herein.
<PAGE>
(c) N/A
(d) N/A
(e) N/A
6. Contracts, Arrangements, Understandings or Relationships
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With Respect to Securities of the Issuer.
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Not Amended.
7. Material to be Filed as Exhibits.
-------------------------------
Not Amended.
<PAGE>
SIGNATURE
After reasonable inquiry, I certify that to the best of my
knowledge and belief the information set forth in this Statement
is true, complete and correct.
Date: March 6, 1998
INFINITY INVESTORS LIMITED
By: /s/ JAMES A. LOUGHRAN
--------------------------------
James A. Loughran
Director
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
