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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HEALTHSTAR CORP
(Name of Issuer)
COMMON STOCK $.001 PAR VALUE
(Title of Class of Securities)
15850C201
(CUSIP Number)
James E. Myers
THOMAS & LIBOWITZ, P.A.
SUITE 1100
100 LIGHT STREET
BALTIMORE, MD 21202
(410) 752-2468
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 13, 1996
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement of 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 / /
Check the following box if a fee is being paid with this statement / /
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
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.
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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).
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_______________________________________________________________________________
CUSIP No. 15850C201
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
Marcy Engelbrecht
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, USA
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | -0-
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,500,000
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
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Item 1. SECURITY AND ISSUER
The title and class of equity securities to which this statement
relates is the Common Stock $.001 par value of HealthStar Corp, whose
principal executive officer is Stephen J. Carder. The principal
executive offices are located at 8745 West Higgins, Suite 300, Chicago,
Illinois 60631.
Item 2. IDENTITY AND BACKGROUND
This is an amendment to the original Schedule 13D previously filed
under the name Risk Resolution Group, a Maryland general partnership,
and InfoPlan, Inc., a Delaware corporation. The original 13D is
erroneous in that it states that Risk Resolution Group owned 1,500,000
shares of the Registrant. Those shares were owned by Marcy Engelbrecht
and not Risk Resolution Group. Marcy Engelbrecht maintains her
principal place of business at 19 Hillsyde Court, Cockeysville,
Maryland 21030.
Neither of the reporting parties have been convicted in any criminal
proceeding in the last 5 years. The reporting parties have not, in the
last five years, been party to a civil proceeding or judicial or
administrative proceeding and as a result of such proceeding have 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
Marcy Engelbrecht, who was a controlling stockholder of MPLC, Inc.,
acquired her shares of the Registrant in exchange for her shares of
MPLC, Inc., pursuant to an Exchange Agreement consummated on December
13, 1996.
Item 4. PURPOSE OF THE TRANSACTION
The transaction was the acquisition of one hundred percent of the
capital stock of MPLC, Inc. by the Registrant. Pursuant to the Exchange
Agreement, the Registrant acquired all of the right, title, and
interest in and to the Acquisition Agreement between MPLC, Inc., the
stockholders of MPLC, Inc., Winifred S. Hayes, Inc. d/b/a HAYES,
Incorporated, and the stockholders of Winifred S. Hayes, Inc.
The reporting parties had no immediate plans to acquire any additional
shares of the Registrant, but intended to sell or trade some or all of
their shares of the Registrant in order to facilitate their and the
Registrant's acquisition of other businesses. There has been no other
material change in the present capitalization or dividend policy of the
Registrant. This transaction did not change control of the Registrant,
as Marcy Engelbrecht was a controlling stockholder of the Registrant
before the transaction.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
The reporting parties owned the following shares and percentages of the
Common Stock of the Registrant (percentages are based on the
information as of December 13, 1996):
Reporting Party Shares Percentage
--------------- ------ ----------
Marcy Engelbrecht 1,500,000 27.68%
InfoPlan, Inc. 400,800 7.40%
Marcy Engelbrecht disclaims beneficial ownership of any of the 400,800
shares held by InfoPlan, Inc. and InfoPlan, Inc. disclaims any
beneficial ownership of any of the 1,500,000 shares held by Marcy
Engelbrecht. InfoPlan, Inc. has the sole power to vote and dispose of
the 400,800 shares held by it. Pursuant to an Irrevocable Proxy
executed on January 8, 1997, Marcy Engelbrecht had granted voting
control of its shares of stock jointly to Mr. Paul Caliendo, who was
Chairman, President, and Chief Executive Officer of the Registrant on
the date of the first filing, and Mr. Stephen J. Carder, who was
Executive Vice President and Chief Financial Officer of the Registrant
as of December 13, 1996. Marcy Engelbrecht had the sole power to
dispose of the 1,500,000 shares held by her.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE REGISTRANT
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the reporting parties with respect to their
securities of the Registrant except that:
(i) one of the Registrant's directors, Marcy Engelbrecht, is a 50%
stockholder in InfoPlan, Inc.
(ii) all of the shares of stock acquired by InfoPlan, Inc. in the
reported transaction have been subscribed by outside investors, none of
whom are expected to acquire a 5% or greater interest in the Registrant
as a result.
(iii) during March, 1997, Marcy Engelbrecht sold 147,000 of her
shares of the Registrant to accredited outside investors and
transferred 1,000,000 shares to InfoPlan Partners, LLC, in exchange for
1,000 units of the newly formed limited liability company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are being filed with this amendment. A copy of the Exchange
Agreement dated December 13, 1996 was filed with the original Schedule
13D.
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SIGNATURE PAGE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
June 12, 1999 /s/ Marcy Engelbrecht
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Date Marcy Engelbrecht
June 12, 1999 /s/ Marcy Engelbrecht
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Date Risk Resolution Group
Marcy Engelbrecht
June 12, 1999 /s/ Zirk Engelbrecht
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Date InfoPlan, Inc.
Zirk Engelbrecht, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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