U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                 FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

                                         OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                        COMMISSION FILE NUMBER: 0-28749


                        FREESTAR TECHNOLOGY CORPORATION
                         (formerly Freestar Technologies)
               (Exact Name of Registrant as Specified in its Charter)

          Nevada                                      88-0446457
(State of Incorporation)                        (I.R.S. Employer ID No.)


    Calle Fantino Falco, J.A. Baez Building, 2nd Floor, Santo Domingo,
                              Dominican Republic
                   (Address of principal executive offices)

             Registrant's telephone number:  (809) 503-5911

    Securities registered pursuant to Section 12(b) of the Act: None

     Securities registered pursuant to Section 12(g) of the Act: Common
                         Stock, $0.001 Par Value

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes     X       No            .

     As of December 31, 2001, the Registrant had 42,833,552 shares of
common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes No X   .

     The Registrant, by this Form 10-QSB/A, amends Part I, Item 1
(Financial Statements) to  restate its unaudited financial statements
for the periods ending December 31, 2001.  Also, portions of Part I,
Item 2 (Plan of Operation - Risk Factors Connected with Plan of
Operation (Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive)) have
been amended to reflect this restatement.  Finally, Part II, Item 6
(Exhibits and Reports on Form 8-K) has been amended to include
certifications under Exhibits 31 and 32.  The remaining information in
this amended Form 10-QSB has not been changed or updated to reflect
any changes in information that may have occurred subsequent to the
date of the reporting period that this Form 10-QSB relates.
Additional information relating to the restatement is contained in
Note 8 of the Notes to Condensed Financial Statements.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                       FREESTAR TECHNOLOGY CORPORATION
                      (formerly Freestar Technologies)
                          CONDENSED BALANCE SHEET
                             DECEMBER 31, 2001
                               (Unaudited)
                               (Restated)

                                 ASSETS

Current Assets
  Cash and cash equivalents                                            $  297
  Accounts receivable, net of allowance for
   doubtful accounts of $64,925                                        86,160
  Credit for future purchases of inventories                          225,000
    Total current assets                                              311,457

Property and Equipment, net of accumulated
depreciation and amortization                                          17,051
Credit for future purchases of inventories                            675,000
Other assets                                                          411,491
          Total assets                                             $1,414,999

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft                                                        3,028
  Line of credit                                                       91,786
  Accrued salaries - related parties                                  112,500
  Due to stockholder                                                   97,837
  Accounts payable and accrued expenses                                82,552
          Total current liabilities                                   387,703

Stockholders' equity
  Convertible preferred stock, Series A, $0.001 par value,
          5,000,000 shares authorized; 1,000,000 shares issued
          and outstanding                                               1,000
  Additional paid-in capital - preferred stock                        432,058
  Common stock, $0.001 par value, 80,000,000
  shares authorized; 42,833,552 shares issued and outstanding          41,844
  Additional paid-in capital - common stock                         3,500,359
     Deferred compensation                                           (221,600)
     Accumulated deficit                                           (2,648,517)
     Accumulated foreign currency translation adjustments             (77,848)
          Total stockholders' equity                                1,027,296
          Total liabilities and stockholders' equity                1,414,999

The accompanying notes are an integral part of these financial statements

                          FREESTAR TECHNOLOGY CORPORATION
                         (formerly Freestar Technologies)
                         CONDENSED STATEMENTS OF OPERATIONS
                                    (Unaudited)
                                    (Restated)

<TABLE>
<CAPTION>
                                                             Three Months        Period from May
                                                                Ended           25, 2001 (Inception)
                                                             December 31,         To December 31,
                                                                2001                   2001
<S>                                                          <C>                  <C>
Revenue                                                      $      78,258        $       86,005

Cost of revenue                                                     53,205                59,046

Gross profit                                                        25,053                26,959

Selling, general and administrative expenses                       501,808             2,676,545

Loss from operations                                              (476,755)           (2,649,586)

Interest expense                                                    (3,197)               (6,252)
Non-operating expense, net                                           8,832                 7,321
     Total other expense                                             5,635                 1,069

Net loss before income taxes                                     (471,120)            (2,648,517)

Provision for income taxes                                              -                       -

Net loss                                                         (471,120)             (2,648,517)

Foreign currency translation adjustment                            77,848                  77,848

Comprehensive loss                                               (393,272)             (2,570,669)

Loss per common share, basic and diluted                            (0.01)                  (0.10)

Weighted average shares outstanding, basic and diluted         36,316,432              27,795,121
</TABLE>


The accompanying notes are an integral part of these financial statements

                         FREESTAR TECHNOLOGY CORPORATION
                         (formerly Freestar Technologies)
                        CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Restated)

                                                    Period from May 25, 2001
                                                          (Inception)
                                                      to December 31, 2001

Cash flows used for operating activities:
  Net loss                                                $(2,648,517)
  Adjustments to reconcile net loss to net cash
  (used in) operating activities:
   Depreciation and amortization                               62,826
   Bad debt                                                    64,925
   Non cash compensation                                    2,414,734
Changes in assets and liabilities:
  (Increase) decrease in assets:
  Increase in accounts receivable                             (86,160)
  Increase in accounts payable and accrued expenses            17,627
  Increase in accrued salaries - related parties              112,500
    Total adjustments                                       2,586,452
  Net cash used for operating activities                      (62,065)

Cash flows used for investing activities:
Purchase of fixed assets                                      (18,997)
Net cash used for investing activities                        (18,997)

Cash flows provided by financing activities:
  Principal proceeds from line of credit agreement             91,786
  Proceeds from overdraft                                       3,028
  Proceeds from advances from related party,
  net of repayments                                            97,837
  Net cash provided by financing activities                   192,651

Increase in cash                                             111,589

Effects on foreign currency translation adjustment          (111,292)

Cash and cash equivalents, beginning of period                     -

Cash and cash equivalents, end of period                         297

Supplemental Disclosures of Cash Flow Information:
  Cash payments for interest                                       -
  Cash paid for income taxes                                       -

Supplemental Schedule of Non-Cash Investing and
Financing Activities:
  Loan payable to a stockholder related to a
credit for future purchases of merchandise transferred to
the Company                                                  900,000

The accompanying notes are an integral part of these financial statements


                      FREESTAR TECHNOLOGY CORPORATION
                      (formerly Freestar Technologies)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                (Unaudited)
                                (Restated)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed restated financial statements of
FreeStar Technology Corporation (formerly known as Freestar
Technologies) ("Company") have been prepared in accordance with
accounting principles generally accepted in the United States for
interim financial information.  Accordingly, they do not include all
of the information and notes required by accounting principles
generally accepted in the United States for complete financial
statements. The accompanying condensed financial statements reflect
all adjustments (consisting of normal recurring accruals), which are,
in the opinion of management, considered necessary for a fair
presentation of the results for the interim periods presented.
Interim results are not necessarily indicative of results to be
expected for the year ending June 30, 2002.  The Company has
experienced significant quarterly fluctuations in net revenues and
operating results, and expects that these fluctuations in sales,
expenses and net income or losses will continue.

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and disclosures made in the accompanying notes to the
financial statements. These estimates include assessing the
collectability of accounts receivable, the use and recoverability of
inventory, costs of future product returns and provisions for
contingencies expected to be incurred. Actual results could differ
from those estimates.

NOTE 2 - ACQUISITION OF EPAYLATINA, S.A.

On August 10, 2001, the Company purchased all of the assets of
ePayLatina, S.A., a privately held company, formed in May 2001, in
exchange of 1,000,000 shares of Series A convertible preferred stock
in Freestar.  This merger was approved by the companies' shareholders.

Pursuant to the terms of the Agreement and Plan of Merger ("Merger
Agreement"), by and between the Company and ePayLatina, S.A., certain
Company shareholders will receive 6,668,000 shares of Company stock
after the merger.  For accounting purposes, the acquisition was
accounted for using the purchase method with ePayLatina, S.A. as the
accounting acquirer in a reverse acquisition.  Therefore, the
historical equity of the company has been adjusted to reflect the
conversion of ePayLatina, S.A. common stock to that of the Company.
Additionally, as a reverse acquisition, the historical operating
results prior to the acquisition are those of ePayLatina, S.A. and
include only the transactions of the Company after the merger.

Following the acquisition, Freestar adopted ePayLatina, S.A.'s fiscal
year end, June 30.

NOTE 3 - LOSS PER SHARE

Basic and diluted net loss per share is computed using the weighted
average number of common shares outstanding during the period. Basic
and diluted loss per share is equivalent to basic net loss per share
because the effect of converting outstanding stock warrants and
convertible preferred stock would be anti-dilutive.

NOTE 4 - CERTAIN FINANCIAL STATEMENTS INFORMATION

(a) The Company acquired a credit for purchases of future merchandise
of $900,000 for cost of producing 66,000 card readers related to the
Company's implementation of the PaySafeNow System.  The deposit was a
non-cash contribution by the Company's chief executive officer in
September 2001.

(b) Other assets consist of the "ETSS" software, net of accumulated
amortization.

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations."  SFAS No. 141 supersedes Accounting
Principles Board ("APB") No. 16 and requires that any business
combinations initiated after June 30, 2001 be accounted for as a
purchase; therefore, eliminating the pooling-of-interest method
defined in APB 16.  The statement is effective for any business
combination initiated after June 30, 2001 and shall apply to all
business combinations accounted for by the purchase method for which
the date of acquisition is July 1, 2001 or later.  The Company does
not expect the adoption to have a material impact to the Company's
financial position or results of operations.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangibles."  SFAS No. 142 addresses the initial recognition,
measurement and amortization of intangible assets acquired
individually or with a group of other assets (but not those acquired
in a business combination) and addresses the amortization provisions
for excess cost over fair value of net assets acquired or intangibles
acquired in a business combination.  The statement is effective for
fiscal years beginning after December 15, 2001, and is effective July
1, 2001 for any intangibles acquired in a business combination
initiated after June 30, 2001.  The Company does not expect the
adoption to have a material impact to the Company's financial position
or results of operations.

In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires companies to record the fair
value of a liability for asset retirement obligations in the period in
which they are incurred.  The statement applies to a company's legal
obligations associated with the retirement of a tangible long-lived
asset that results from the acquisition, construction, and development
or through the normal operation of a long-lived asset.  When a
liability is initially recorded, the company would capitalize the
cost, thereby increasing the carrying amount of the related asset.
The capitalized asset retirement cost is depreciated over the life of
the respective asset while the liability is accreted to its present
value.  Upon settlement of the liability, the obligation is settled at
its recorded amount or the company incurs a gain or loss. The
statement is effective for fiscal years beginning after June 30, 2002.
The Company does not expect the adoption to have a material impact to
the Company's financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets".  Statement 144 addresses
the accounting and reporting for the impairment or disposal of long-
lived assets. The statement provides a single accounting model for
long-lived assets to be disposed of.  New criteria must be met to
classify the asset as an asset held-for-sale. This statement also
focuses on reporting the effects of a disposal of a segment of a
business.  This statement is effective for fiscal years beginning
after December 15, 2001.  The Company does not expect the adoption to
have a material impact to the Company's financial position or results
of operations.

NOTE 6 - GOING CONCERN

The accompanying condensed financial statements have been prepared on
a going concern basis that contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.

Through December 31, 2001, the Company has not been able to generate
significant revenues from its operations to cover its costs and
operating expenses. Although the Company has been able to issue its
common stock for a significant portion of its expenses or has obtained
cash contributions from its major stockholder/chief executive officer,
it is not known whether the Company will be able to continue this
practice, or be able to obtain continuing cash advances and
contributions or if its revenue will increase significantly to be able
to meet its cash operating expenses.

This, in turn, raises substantial doubt about the Company's ability to
continue as a going concern. Management believes that its products
will begin to generate higher revenues and that the Company will be
able to raise additional funds through an offering of its common stock
or alternative sources of financing. However, no assurances can be
given as to the success of these plans. The financial statements do
not include any adjustments that might result from the outcome of
these uncertainties.

NOTE 7 - NON-CASH COMPENSATION AND OTHER EQUITY TRANSACTIONS

In August 2001, the Company issued 8,000,000 shares of restricted
common stock to three executives and officers as sign-on bonus, and
recognized an expense of $784,000 that is included in the selling,
general and administrative expenses of the accompanying financial
statement.

In August 2001, the Company issued 3,800,000 shares of its common
stock to two individuals for consulting services related to the assets
purchase of ePayLatina, S.A. on August 10, 2001.  The Company
recognized an expense of $456,000 that is included in the selling,
general and administrative expenses of the accompanying financial
statements.  In November 2001, the Company cancelled the issuance of
1,400,000 shares of common stock from one individual due to his
inability of completing the services.  Related expense of $168,000 was
reversed in the quarter ended December 31, 2001.

In August 2001, the Company issued a warrant covering 250,000 shares
of common stock to an investor relation consultant.  The Company used
the Black-Scholes option-pricing model to value the shares, with the
following assumptions: (1) no expected dividends; (2) a risk-free
interest rate of 5.5%; (3) expected volatility of 406%; and (4) an
expected life of 3 years.  The Company recognized $44,986 as general
and administrative expense in the accompanying financial statements.

In November 2001, the Company issued 14,400,000 shares of restricted
common stock in the value of $1,612,800 to a major stockholder.
$900,000 was in satisfaction of a loan made to the Company by the
stockholder.  The remaining $712,800 was compensation expense  related
to services performed in the quarter ended September 30, 2001.

In the quarter ended December 31, 2001, the Company issued 2,115,000
shares of common stock to various consultants and legal counsels for
current and future services.  The Company recognized an expense of
$249,400 in the current quarter.  The remaining $221,600 was included
as prepaid expense and would be expensed as services rendered in the
future quarters.  In addition, subsequent to the year-end, the Company
issued 110,000 shares of common stock to consultants for services
performed in the quarter ended December 31, 2001.  The value of these
shares totaling $18,100 was recorded in the current quarter.

In November 2001, the Company issued 6,668,000 shares of restricted
common stock due to certain shareholders of Freestar pursuant to the
asset purchase agreement between the Company and ePayLatina, S.A.

NOTE 8 - RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its previously reported Balance Sheet as of
December 31, 2001, its Statements of Operations for the three months
ended December 31, 2001 and the period from May 25, 2001 (inception)
to December 31, 2001, and its Statements of Cash Flows for the period
from May 25, 2001 (inception) to December 31, 2001.  In connection
with its June 30, 2002 year-end audit, the Company determined that
certain items of the financial statements had been incorrectly
recorded. The following table summarizes the impact and explanation of
the adjustments on the previously reported quarterly results:


<TABLE>
<CAPTION
                                             Three months ended                 Period from May 25,
                                             December 31, 2001                 2001 (inception) to
                                                                                 December 31, 2001

                                          Previously                           Previously
                                           Reported      Restated               Reported      Restated
<S>                                       <C>            <C>                   <C>            <C>
Net revenue   (a)                         $   224,491    $     78,258          $   228,997    $   86,005
Cost of revenue (b)                           108,232          53,205              108,232        59,046
Gross profit  (a) (b)                         116,259          25,053              120,765        26,959
Selling, general and administrative
expense  (c)                                  254,113         501,808            2,325,481     2,676,545
Loss from operations (a) (b) (c)             (137,854)       (476,755)          (2,204,716)   (2,649,586)
Interest expense (d)                                -          (3,197)                   -        (6,252)
Non-operating expense                           8,832           8,832                7,321         7,321
Net loss (a) (b) (c) (d)                     (129,022)      (471,120)           (2,197,395)   (2,648,517)
Other comprehensive income (loss) (e)               -         77,848                     -        77,848
Net loss                                     (129,022)      (393,272)           (2,197,395)   (2,570,669)
Loss per share                                  (0.00)         (0.01)                (0.08)        (0.10)
Weighted average shares outstanding -
basic and diluted                          36,316,432     36,316,432            27,795,121    27,795,121
</TABLE>


(a)  For the three months ended December 31, 2001, the decrease of
     revenue was related to (1) reclassification of billing for
     shared service as a reduction of expense for $66,488 from
     revenue to a reduction of operating expense (2)
     reclassification of promotional units given as marketing
     expense for $60,000; (3) reclassification of sales tax
     included in billings as sales tax payable for $9,600; (4)
     miscellaneous adjustment related to foreign currency
     translation incorrectly classified as revenue for $10,145.

     For the period from May 25, 2001 (inception) to December 31,
     2001, the decrease of revenue was related to (1)
     reclassification of billing for shared service as a reduction
     of expense for $66,488 from revenue to a reduction of
     operating expense; (2) reclassification of promotional units
     given as marketing expense for $60,000; (3) reclassification
     of sales tax included in billings as sales tax payable for
     $9,600; (4) miscellaneous adjustment related to foreign
     currency translation incorrectly classified as revenue for
     $2,647; and (5) reclassification of interest income of $4,257
     to interest income.

(b)  Decrease in cost of sales of $55,027 and $49,186,
     respectively, for the three months ended December 31, 2001 and
     the period from May 25, 2001 (inception) to December 31, 2001,
     was related to reclassification of promotional units to
     marketing cost.

(c)  For the three months ended December 31, 2001, the increase of
     selling, general and administrative expenses was related to
     (1) reversal of an overstatement of revenue for ($66,488) for
     shared service (2) reclassification of promotional units given
     as marketing expense for $55,027; (3) omission of accrued
     compensation of $67,500 to two executives pursuant to
     employment agreements in August 2001, which is offset by a
     reduction of amortization expense for approximately $39,000 on
     write-down of software cost, and a reduction of depreciation
     for ($9,503); (4) re-issuance of canceled stock which was
     originally classified as treasury stock for $168,000 (5)
     miscellaneous adjustment of ($5,841)

     For the period from May 25, 2001 (inception) to December 31,
     2001, increase of selling, general and administrative expenses
     was related to (1) reversal of an overstatement of revenue for
     ($66,488) for shared service; (2) reclassification of
     promotional units given as marketing expense for $49,186; (3)
     omission of accrued compensation of $112,500 to two executives
     pursuant to employment agreements in August 2001; (4) an
     increase of amortization of software cost for approximately
     $78,000 for understatement of accumulated amortization for
     software cost, and (5) reduction of depreciation for ($19,006)
     for overstatement of fixed assets cost; (4) re-issuance of
     canceled stock which was originally classified as treasury
     stock for $168,000; (5) other miscellaneous adjustments of $28,872.

(d)  The Company reclassified certain advances from an executive
     from additional paid in capital to due from related party on
     the balance sheet.  Interest expense of $3,197 for the three
     months ended December 31, 2001 and $10,509 for the period from
     May 25, 2001 (inception) to December 31, 2001, was accrued
     which was offset by interest income of $4,257 reclassified
     from revenue.

(e)  Difference was primarily related to the effects of foreign
     currency translation on the adjustments of capitalized
     software cost and misclassification of advances to additional
     paid in capital.

The following table summarizes the impact of these adjustments on our
previously reported quarterly balance sheet:

                                                   As of December 31, 2001
                                                         Previously
                                                   Reported        Restated

Accounts receivable (e)                            $  239,020      $   86,160
Credit for future purchases of inventories  -
current (f)                                           900,000        225,000
Property and equipment, net (g)                       142,764         17,051
Credit for future purchases of
inventories - non current (f)                               -        675,000
Other assets (h)                                      979,889        411,491
Note payable (i)                                      750,000              -
Accounts payable and accrued expenses (j)              72,935         82,552
Prepaid expense (k)                                   221,600              -
Accrued salaries - related parties (l)                      -        112,500
Due to stockholder (m)                                      -         97,837
Additional paid in capital - preferred
stock (n)                                             606,639        432,058
Additional paid in capital - common stock (o)       3,386,796      3,500,359
Deferred compensation (k)                                   -       (221,600)
Treasury stock (p)                                   (168,000)             -
Accumulated deficit (q)                            (2,224,610)    (2,648,517)

(f)  Decrease of $152,860 was due to increase of $62,462 for
     allowance for doubtful accounts and reduction of revenues of $90,398.

(g)  Decrease of was due to reclassification of 75% of credit for
     future purchases of inventories from current assets to long-
     term assets totaling $675,000.

(h)  Decrease was due to fixed assets of $128,287 the Company did
     not pay for net of related accumulated deprecation reduction
     of $2,574.

(i)  Decrease was due to reduction of capitalized software of
     $485,976 the Company could not prove ownership, net of
     unrecorded accumulated amortization of $78,000 and
     miscellaneous reduction of $4,422.

(j)  The Company retroactively wrote off a note payable of $750,000
     incurred by the prior management of Freedom Surf, Inc. left as
     a liability from the reverse takeover that was later
     determined to be unsubstantiated.

(k)  Increase of $9,617 was due to accrual of interest on advances
     from related party.

(l)  Amount was reclassified as contra account to equity.

(m)  The Company did not accrue salaries to executives pursuant to
     the employment agreements dated August 2001.

(n)  The Company misclassified certain advances from a related
     party to additional paid in and should be classified as advances.

(o)  Decrease was due to reduction of capitalized software of
     $174,581 the Company could not prove ownership and the
     remaining reduction of $311,395 was netted to additional paid
     in capital - common stock.

(p)  Increase was due to reduction of software cost of $311,395 and
     reduction of fixed assets of $128,287 the Company could not
     prove ownership, write off of unclaimed note payable of
     $750,000, and reclassification to advances from related party
     totaling $97,837 and miscellaneous reduction of $98,918.

(q)  The Company re-issued its treasury stock that was not recorded.

(r)  Net difference of change in statements of operations and
     $27,215 reduction related to operations from May 25, 2001
     (inception) to June 30, 2002.

ITEM 2.  PLAN OF OPERATION.

Twelve-Month Plan of Operation.

     The payments industry is rapidly transforming. The Registrant
after its acquisition of the assets ePayLatina S.A. is part of this
transformation.  It is believed that the Registrant is the first
company to provide solutions and services that enable secure, real-
time movement of financial transactions incorporating hardware and
software to enable credit, debit and ATM with Pin transactions.  While
payment media such as credit cards have reached maturity, it is still
the most frequently used method of online payment. The breathtaking
growth in electronic commerce is forcing financial institutions and
merchants to offer new secure payment forms to their customers.
Internet payment gateways and the increased prospect of fraud from
electronic payments are some of the issues that are creating
challenges for financial institutions around the world.

     The Registrant's solution and services focuses on these areas and
enables financial institutions and merchants to formulate coherent
strategies based on knowledge, insight and understanding of the
transformations taking place in the payments industry.  Charting a
path through this arena requires a deep understanding of the market
and the ability to forecast and predict future trends. The
Registrant's acquisition of the assets of  ePayLatina S.A., and the
formation of its strategic alliances were instigated to help
institutions and merchants position themselves to provide superior
value added services, and differentiate themselves from competitors in
a way that preserves the business line's profitability.

     The Registrant's Enhanced Transactional Secure Software ("ETSS"),
a proprietary software package that enables consumers to consummate
secure e-commerce transactions over the Internet using credit, debit,
ATM (with PIN) or smart cards. The ETSS system integrates a consumer-
side card-swipe terminal with a back-end host-processing center. It
encrypts sensitive financial data at the consumer's personal computer,
using powerful DES encryption and algorithms. It sends an
authorization number to the e- commerce merchant, rather than the
consumer's credit card information, to provide a maximum level of security.

     The Registrant's sales forecast numbers have been derived from
existing contracts currently in place and also after extensive
research and consultations with one of our strategic partners Banco
Nacional de Credito, in fact these assumptions were the main factor in
the bank placing an order for the first 30,000 units.  The Registrant
is currently in Phase 1 of deployment of 30,000 units of its ePayPad
pursuant to its contract with Banco Nacional de Credito, the first
2000 units are currently been deployed.  Banco Nacional de Credito
purchased the first 30,000 units at a price of $60 per unit, which
will it is anticipated will generate approximately $1.8 million
dollars in revenue once all of the units are deployed.  The time frame
for this deployment is expected to be in approximately twelve months.

     The Registrant has a contract with La Nacional de Envious, who
will sell and distribute the Registrant's PaySafeNow solution to its
existing and new client base throughout North and Latin America. The
solution will enable clients to securely transfer money, locally or
internationally via the Internet from the comfort of their own home,
anytime during the day or night using their ATM, debit, credit or
smart card. The initial stage of the agreement requires La Nacional to
purchase 1,500 ePayPads  from the Registrant to distribute and deploy
to its branches and agencies throughout the U.S.  The Registrant
anticipates that it will not only receive revenue from the product
sale but will also receive a transactional revenue fee from each
transaction that takes place. The first units are to be deployed in
New York in early 2002 .

     The Registrant now has  the first fifty merchants on the
Enelpunto.net Payment Gateway  live with the  Registrant's PaySafeNow
system .  EnelPunto.net has established the Registrant's ETSS as the
standard, approved e-commerce payment technology for EnelPunto's
online merchants."  Now the first fifty merchants are fully
operational, it will provide the platform for the Registrant to move
forward with the integration of new merchants . The Registrant expects
to integrate more than one thousand merchants by the middle of 2002 .

      The Registrant has entered into a revenue-sharing contract with
Credulus Systems International to market credit analysis systems and
services to the financial services industry in Latin America. The
credit analysis and automation tools of Credulus Systems complement
our proprietary payment systems and will enhance the Registrants
product line. They offer synchronous capture and delivery of payment
data patterns into the credit profiles used by financial institutions
and merchants.  Local credit bureaus cannot meet the sophisticated
demands of today's online and private financial networks. CRM systems
improve customer service but not the financial product offering of the
banks. CredAbilityc by Credulus Systems addresses the risk management
demands of the market and maximizes profit for credit providers The
CredAbilityc Credit Analysis Solution is tailored to the specific
requirements of financial services in the emerging economies of the
Latin American & Caribbean region. Leverage and analysis of customer
data empowers financial institutions through accurate and immediate
risk measurement. The consequent mitigation of risk reduces costs to
consumers and increases margins for credit providers, which in turn
stimulates market activity

     The Registrant has entered into a strategic alliance with Fortech
that will enhance brand awareness for the Registrant's products.  The
alliance will enable the  Registrant to integrate its PaySafeNow
system with Fortechs business software package so as to develop a
total business solution for clients.  Fortech will also market and
distribute and act as a reseller of the  Registrant s products.  This
strategic alliance will open up new markets for the  Registrant thus
accelerating revenue growth.

     The Registrant has entered into a strategic alliance with
Caribbean Postal Services (CPS) that will implement and develop an
aggressive sales and marketing program for The Registrant's products.
CPS will market and distribute the Registrant's product to their
existing and future clients through their own portal and extensive
marketing campaigns.  CPS will give added value to the Registrant's
clients by way of their distribution networks not only in the
Dominican Republic but also in the United States.  CPS will deliver
goods purchased by clients using the ePayPad from the United States
directly to the Dominican Republic.  The Registrant believes that the
CPS distribution network will greatly enhance and accelerate sales
growth for the Registrant.

     The Registrant has entered into a technical agreement with GS
Telekom ("GTKOM"), which will further develop and enhance the
Registrant's products.  This agreement will enable the Registrant to
enter into the rapidly expanding and highly profitable Wireless
Application Protocol market.  GTKOM and the Company will jointly
develop and customize solutions for specific clients. This agreement
is significant for the Registrant as it will gain the company entry
into a potentially lucrative market.  The agreement will also provide
the Registrant with resources to develop the next generation of its products.

     The Registrant has made important strides in obtaining a strong
market presence in the United States with its strategic partner SSP
Solutions.  This strategic partnership will bring to the Registrant a
strong and broad client portfolio with global scope., which will
provide us with a secure platform for future growth.  The Registrant
will continue to build on new growth horizons, the results of which
are anticipated to come to fruition in the early part of 2002.  The
Registrant has consistently sought high caliber partners to create a
best of breed technology approach for its customers.  The Registrant
believes that harnessing the strengths of complementary industry
partners is a vital part of its growth strategy.

     After extensive research and long-term negotiations with numerous
manufacturers it was decided to outsource manufacture of the units.
The decision to outsource will have many obvious long term benefits
for the Registrant, for example, no production payroll, not carrying
excess amounts of inventory thus improving our cash flow, immunity
from industrial disputes which will ensure an uninterrupted supply of
units to our clients, the cost of the units will be put out to tender
regularly thus ensuring our product remains at a competitive price in
the market place. It is important for the Registrant to have cash on
hand to maintain a sufficient supply of inventory to meet consumer
demand.  The risk of maintaining inadequate stocks of certain key
components must be minimized by larger than normal forward purchasing.

     The Registrant's growth in sales poses substantial financing
needs for receivables as well as inventory.  In 2003 and 2004
accumulated earnings can support virtually all of this need.  The
Registrant will need a line of credit to provide cash in the first
year until accounts receivables begin to turn over into cash.  Over
the next twelve months, the Registrant will require a total of $1
million of new equity investment.  As the receivables are projected to
exceed $400,000 in the first year, and stem from prime quality
customers, commercial banking lines of credit (or A/R factoring)
should be easily obtainable supported by this current asset without a
need for reliance on inventory.  The period of 60-days for receivables
is not unusual, but the inventory turn-over is projected to be slow
due to a need to keep higher levels than was necessary previously so
as  to meet the expected consumer demand for the companies products.
Should it be necessary to arrange for factoring of the receivables,
interest expense would increase.

     This financing will not only be used for the purchase of
inventory supplies but also for the added expense of additional
employees, consultants and for the purchase of capital equipment that
will be necessary for the opening of new offices.  The costs are
projected to increase as sales increase and more capital equipment is
purchased to enhance and facilitate growth projections.

     As research and development is an integral part of our growth
strategy, the Registrant  projects this important expense to increase
to ensure the quality of its products and satisfy consumer
expectations.  The Registrant is confident that the projected
financing figure is sufficient to allow it to continually improve its
product in relation to consumer demand.  The Registrant is presently
in the process of developing a wireless application for the PaySafeNow
system; this development process is set to continue through the next
twelve months.  Salary and compensation increases are projected to be
in line with growth in sales and profits, the personnel plan calls for
expanding the workforce in accordance with growth projections.

Risk Factors Connected with Plan of Operation.

(a)  Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

     The Registrant has had limited prior operations to date.  Since
the Registrant's principal activities to date have been limited to
organizational activities, research and development, and prospect
development, it has no record of any revenue-producing operations.
Consequently, there is only a limited operating history upon which to
base an assumption that the Registrant will be able to achieve its
business plans.  In addition, the Registrant has only limited assets.
As a result, there can be no assurance that the Registrant will
generate significant revenues in the future; and there can be no
assurance that the Registrant will operate at a profitable level.  If
the Registrant is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Registrant's business
will not succeed.  Accordingly, the Registrant's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered in connection with the establishment of a new business in
a highly competitive industry, characterized by new product
introductions.

     The Registrant incurred a net loss of $2,648,517 for the period
from May 25, 2001 (inception) to December 31, 2001 and $471,120 for
the three months ended December 31, 2001.  At December 31, 2001, the
Registrant had an accumulated deficit of $2,648,517.  This raises
substantial doubt about the Registrant's ability to continue as a
going concern.

(b)  Need for Additional Financing May Affect Operations and Plan of
Business.

     Current funds available to the Registrant will not be adequate
for it to be competitive in the areas in which it intends to operate.
The Registrant's continued operations, as well as the implementation
of its business plan, therefore will depend upon its ability to raise
additional funds through bank borrowings, equity or debt financing.
The Registrant estimates that it will need to raise approximately
$1,000,000 over the twelve months from December 31, 2001 for such
purposes.  However, adequate funds may not be available when needed or
may not be available on favorable terms to the Registrant.  The
ability of the Registrant to continue as a going concern is dependent
on additional sources of capital and the success of the Registrant's
business plan.  Regardless of whether the Registrant's cash assets
prove to be inadequate to meet the Registrant's operational needs, the
Registrant might seek to compensate providers of services by issuance
of stock in lieu of cash.

     If funding is  insufficient at any time in the future,  the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.

(c)  No Assurance of Protection of Proprietary Rights May Affect
Ability to Manufacture Products.

     The Registrant's success and ability to compete will be dependent
in part on the protection of its potential patents, trademarks, trade
names, service marks and other proprietary  rights.  The Registrant
intends to rely on trade secret and copyright laws to protect the
intellectual property that it plans to develop, but there can be no
assurance that such laws will provide sufficient protection to the
Registrant, that others will not develop a service that are  similar
or superior to the Registrant's, or that third parties will not copy
or otherwise obtain and use the Registrant's proprietary information
without authorization.  In addition, certain of the Registrant's know-
how and proprietary technology may not be patentable.

     The Registrant may rely on certain intellectual property licensed
from third parties, and may be required to license additional products
or services in the future, for use in the general operations of its
business plan.  The Registrant currently has no licenses for the use
of any specific products.  There can be no assurance that these third
party licenses will be available or  will continue to be available to
the Registrant on acceptable terms or at all.  The inability to enter
into and  maintain any of these licenses could have a material
adverse effect on the Registrant's business, financial condition or
operating results.

(d)  Dependence on Outsourced Manufacturing May Affect Ability to
Bring Products to Market.

     The risks of association with outsourced manufacturers are
related to aspects of these firms' operations, finances and suppliers.
The Registrant may suffer losses if the outside manufacturer fails to
perform its obligations to manufacture and ship the product
manufactured.  These manufacturers' financial affairs may also affect
the Registrant's ability to obtain product from these firms in a
timely fashion should they fail to continue to obtain sufficient
financing during a period of incremental growth.  The Registrant
intends to maintains a strong relationship with these manufacturers to
ensure that any issues they may face are dealt with in a timely manner.

(e)  No Assurance of Market Acceptance May Affect Ability to Sell Products.

     There can be no assurance that any products successfully
developed by the Registrant or its corporate collaborators, if
approved for marketing, will ever achieve market acceptance.  The
Registrant's products, if successfully developed, may compete with a
number of traditional products manufactured and marketed by major e-
commerce and technology companies, as well as new products currently
under development by such companies and others.  The degree of market
acceptance of any products developed by the Registrant or its
corporate collaborators will depend on a number of factors, including
the establishment and demonstration of the efficacy of the product
candidates, their potential advantage over alternative methods and
reimbursement policies of government and third party payors.  There
can be no assurance that the marketplace in general will accept and
utilize any products that may be developed by the Registrant or its
corporate collaborators.

(f)  Substantial Competition May Affect Ability to Sell Products.

     The Registrant may experience substantial competition in its
efforts to locate and attract customers for its products.  Some
competitors in its industry have greater experience, resources, and
managerial capabilities than the Registrant and may be in a better
position than the Registrant to obtain access to attract customers.
There are a number of larger companies that will directly compete with
the Registrant.  Such competition could have a material adverse effect
on the Registrant's profitability or viability.

(g)  Other External Factors May Affect Viability of Registrant.

     The industry of the Registrant in general is a speculative venture
necessarily involving some substantial risk.  There is no certainty
that the expenditures to be made by the Registrant will result in
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Registrant.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect peoples' spending.  Factors
that leave less money in the hands of potential customers of the
Registrant will likely have an adverse effect on the Registrant.  The
exact effect of these factors cannot be accurately predicted, but  the
combination of these factors may result in the Registrant not receiving
an adequate return on invested capital.

(h)  Control by Officers and Directors Over Affairs of the Registrant
May Override Wishes of Other Stockholders.

     The Registrant's officers and directors beneficially own
approximately 52% of the outstanding shares of the Registrant's common
stock.  As a result, such persons, acting together, have the ability
to exercise significant influence over all matters requiring
stockholder approval.  Accordingly, it could be difficult for the
investors hereunder to effectuate control over the affairs of the
Registrant.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these voting
rights will be able, by virtue of their stock holdings, to control the
affairs and policies of the Registrant.

(i)  Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.

     The Registrant's success is dependent upon the hiring and
retention of key personnel.  The Registrant's officers and directors
currently have employment and non-competition agreements with the
Registrant for a period of three years; however, no other employees
have such an agreement.  Therefore, there can be no assurance that
these other personnel will remain employed by the Registrant.  Should
any of these individuals cease to be affiliated with the Registrant for
any reason before qualified replacements could be found, there could be
material adverse effects on the Registrant's business and prospects.

     In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of
the Registrant.  Investors will only have rights associated with
stockholders to make decisions that effect the Registrant.  The
success of the Registrant, to a large extent, will depend on the
quality of the directors and officers of the Registrant.  Accordingly,
no person should invest in the shares unless he is willing to entrust
all aspects of the management of the Registrant to the officers and
directors.

(j)  Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Registrant.

     The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
that may not be susceptible to resolution.

     In addition, conflicts of interest may arise in the area of
corporate opportunities that cannot be resolved through arm's length
negotiations.  All of the potential conflicts of interest will be
resolved only through exercise by the directors of such judgment as is
consistent with their fiduciary duties to the Registrant.  It is the
intention of management, so as to minimize any potential conflicts of
interest, to present first to the Board of Directors to the
Registrant, any proposed investments for its evaluation.

(k)  Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Registrant.

     The Registrant's articles of incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Registrant for monetary damages arising from a breach
of their fiduciary duties as directors.  The By-Laws of the Registrant
also include provisions to the effect that the Registrant may
indemnify any director, officer, or employee.  Any limitation on the
liability of any director, or indemnification of directors, officer,
or employees, could result in substantial expenditures being made by
the Registrant in covering any liability of such persons or in
indemnifying them.

(l)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

     The Board of Directors does not anticipate paying cash dividends
on the common stock for the foreseeable future and intends to retain
any future earnings to finance the growth of the Registrant's
business. Payment of dividends, if any, will depend, among other
factors, on earnings, capital requirements and the general operating
and financial conditions of the Registrant as well as legal
limitations on the payment of dividends out of paid-in capital.

(m)  No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Mangement of Registrant.

     Holders of the shares of common stock of the Registrant are not
entitled to accumulate their votes for the election of directors or
otherwise. Accordingly, the holders of a majority of the shares
present at a meeting of shareholders will be able to elect all of the
directors of the Registrant, and the minority shareholders will not be
able to elect a representative to the Registrant's board of directors.

(n)  No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the common stock
of the Registrant.  The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board.  As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities.  In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(o)  Failure to Maintain Market Makers May Affect Value of
Registrant's Stock.

     If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of  market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market.  There can be no assurance the Registrant will be able to
maintain such market makers.

(p)  Sale of Shares Eligible For Future Sale Could Adversely Affect
the Market Price.

     All of the 22,400,000 shares of common stock that are currently
held, directly or indirectly, by management have been issued in
reliance on the private placement exemption under the Securities Act
of 1933.  Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933.  In general, under Rule 144 a
person, or persons whose shares are aggregated, who has beneficially
owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of One Touch, as
defined, would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock, or the average weekly reported
trading volume during the four calendar weeks preceding such sale,
provided that current public information is then available.  If a
substantial number of the shares owned by these shareholders were sold
under Rule 144 or a registered offering, the market price of the
common stock could be adversely affected.

Forward Looking Statements.

     The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

     Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

Reports on Form 8-K.

     The Registrant filed the following reports on Form 8-K during the
second quarter of the fiscal year covered by this Form 10-QSB:

     (a)  An amended Form 8-K was filed on November 1, 2001 to include
the audited financial statements of ePayLatina, S.A. in connection
with the acquisition of this company by the Registrant.

     (b)  A Form 8-K was filed on October 24, 2001 to reflect the
dismissal of the former accountants for the Registrant, Ludlow &
Harrison, and the engagement of Stonefield Josephson, Inc. as the new
accountants for the Registrant.  The Registrant has requested Ludlow &
Harrison to respond to the Securities and Exchange Commission
regarding its agreement with the statements made by the Registrant in
that Form 8-K in response to Item 304(a)(1) of Regulation S-B;
however, that firm has never responded to this request.


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                       FreeStar Technology Corporation
                                      (formerly Freestar Technologies)



Dated: March 25, 2004                  By: /s/ Paul Egan
                                       Paul Egan, President/Chief
                                       Executive Officer


Dated: March 25, 2004                  By: /s/ Ciaran Egan
                                       Ciaran Egan,
                                       Secretary/Treasurer/Chief
                                       Financial Officer

                                 EXHIBIT INDEX

Number                    Description

2.1    Asset Purchase Agreement between the Registrant and Southern
       California Logo, Inc., dated April 26, 2000 (incorporated by
       reference to Exhibit 1 of the Form 8-K filed on May 15, 2000).

2.2    Asset Purchase Agreement between the Registrant and
       Ronbridge Investments, Ltd., dated October 17, 2000
       (incorporated by reference to Exhibit 10 of the Form 8-K
       filed on October 23, 2000).

2.3    Binding Letter of Intent between the Registrant and
       ePayLatina, S.A., dated July 23, 2001 (incorporated by
       reference to Exhibit 10.2 of the Form 8-K filed on July 25, 2001).

2.4    Asset Purchase Agreement between the Registrant and
       ePayLatina, S.A., dated August 9, 2001 (incorporated by
       reference to Exhibit 10.1 of the Form 8-K filed on August 14, 2001).

3.1    Articles of Incorporation, dated November 17, 1999
       (incorporated by reference to Exhibit 3.3 of the Form 10-SB
       filed on January 3, 2000).

3.2    Certificate of Amendment of Articles of Incorporation, dated
       September 8, 2000 (incorporated by reference to Exhibit 3.4
       of the Form S-8 filed on August 17, 2001).

3.3    Certificate of Amendment to Articles of Incorporation, dated
       February 15, 2001 (incorporated by reference to Exhibit 3.1
       of the Form 8-K filed on February 20, 2001).

3.4    Bylaws, dated November 17, 1999 (incorporated by reference
       to Exhibit 3.2 of the Form 10-SB filed on January 3, 2000)

4.1    Consulting Services Agreement between the Registrant and
       Public Securities Service, dated November 30, 1999
       (incorporated by reference to Exhibit 10.1 of the Form S-8
       filed on September 29, 2000).

4.2    Consulting Agreement between the Registrant and Dennis H.
       Johnston, dated August 1, 2001 (incorporated by reference to
       Exhibit 10.1 of the Form S-8 filed on August 17, 2001).

4.3    Certificate of Powers, Designations, Preferences and Rights
       of Series A Preferred Stock of Freestar Technologies, dated
       August 10, 2001 (incorporated by reference to Exhibit 4 of
       the Form 8-K filed on August 14, 2001).

4.4    Non-Employee Directors and Consultants Retainer Stock Plan,
       dated October 25, 2001 (incorporated by reference to Exhibit
       4.1 of the Form S-8 filed on November 8, 2001).

4.5    Employee Stock Incentive Plan, dated October 25, 2001
       (incorporated by reference to Exhibit 4.2 of the Form S-8
       filed on November 8, 2001).

10.1   Agreement between the Registrant and Southern California
       Logo, Inc., dated April 30, 2001 (incorporated by reference
       to Exhibit 10.1 of the Form 8-K filed on July 25, 2001).

10.2   Employment Agreement between the Registrant and Ciaran Egan,
       dated August 9, 2001 (incorporated by reference to Exhibit
       10.2 of the Form 8-K filed on August 14, 2001).

10.3   Employment Agreement between the Registrant and Paul Egan,
       dated August 9, 2001 (incorporated by reference to Exhibit
       10.3 of the Form 8-K filed on August 14, 2001).

10.4   Employment Agreement between the Registrant and Dennis H.
       Johnston, dated August 9, 2001 (incorporated by reference to
       Exhibit 10.4 of the Form 8-K filed on August 14, 2001).

10.5   Consulting Services Agreement between the Registrant and
       Henry Bohl, dated October 17, 2001 (incorporated by
       reference to Exhibit 10.5 of the Form 10-QSB filed on
       February 14, 2002).

10.6   Consulting Agreement between the Registrant and America
       Fermin, dated October 25, 2001 (incorporated by reference to
       Exhibit 10.6 of the Form 10-QSB filed on February 14, 2002).

10.7   Consulting Agreement between the Registrant and Marcelina
       Ramos, dated October 25, 2001 (incorporated by reference to
       Exhibit 10.7 of the Form 10-QSB filed on February 14, 2002).

16     Letter on change in certifying accountant, dated March 9,
       2001 (incorporated by reference to Exhibit 16.2 of the Form
       8-K filed on March 13, 2001).

31.1   Rule 13a-14(a)/15d-14(a) Certification of Paul Egan (see below).

31.2   Rule 13a-14(a)/15d-14(a) Certification of Ciaran Egan (see below).

32     Section 1350 Certification of Paul Egan and Ciaran Egan (see below).