UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934(1)
(Amendment No. 1)
HealthStar Corp.
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(Name of Issuer)
Common Stock Par Value $.001 Per Share
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(Title of Class of Securities)
15850C201
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(CUSIP Number)
Joseph P. Richardson, Esq.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix Arizona 85004 Phone: 602-364-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 1999
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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 Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
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(1) 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 ("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>
SCHEDULE 13D
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CUSIP No. 15850C201 Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen J. Carder S.S.N. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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 CITZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
-0-
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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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)
-0-
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 15850C201 Page 3 of 4 Pages
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, par value $.001 per share ("Securities") of
HealthStar Corp. (the "Issuer"), a Delaware corporation, whose principal
executive officer is Stephen J. Carder, and the principal offices are located at
9495 East San Salvador Drive, Scottsdale, Arizona 85258.
ITEM 2. IDENTITY AND BACKGROUND
The party on whose behalf this statement is filed is Stephen J. Carder
who maintains a principal residence at 8417 East Whispering Wind, Scottsdale,
Arizona. This statement is an amendment to a previously filed Schedule 13D which
reported Stephen J. Carder as the owner of 1,100,000 shares of the issuer.
The reporting person has disposed of all of his shares, and as a result
of these transactions the reporting person currently owns less than 5% of all
issued and outstanding shares of common stock of the Issuer.
The reporting person has not been convicted in any criminal proceeding
in the last 5 years. The reporting person has not, in the last five years, been
party to a civil proceeding or judicial or administrative proceeding and as a
result of such proceeding has been 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 any finding of any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The reporting person no longer owns any shares of the Issuer.
On or about May 21, 1999, Reporting Person as Trustee of the 1997 Carder
Family Trust entered into a Stock Purchase Agreement with Galapacho Holdings
Limited, Inc., American Off Shore Management Limited and Forward Looking
Technologies Limited, Inc. Purchasers purchased 179,167, 179,167 and 179,166
shares, respectively at a price of $4.00 per share. The closing of this
transaction took place on June 6, 1999. The reporting person is not an affiliate
of any of these purchasers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF ISSUER
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are being filed with this amendment.
<PAGE>
SCHEDULE 13D
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CUSIP No. 15850C201 Page 4 of 4 Pages
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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.
Date: July __, 1999
/s/ Stephen J. Carder
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Stephen J. Carder
