U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                                        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 TECHNOLOGIES
               (Exact Name of Registrant as Specified in its Charter)

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

1140 Avenue of The Americas, 10th Floor, New York, New York         10036
                         (Address of principal executive offices)

                Registrant's telephone number:  (646) 728- 2358

     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            No     X     .

     As of September 30, 2002, the Registrant had 48,701,557 shares of
common stock issued and outstanding.

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

                                  TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                          PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              BALANCE SHEET AS OF
              SEPTEMBER 30, 2002                                           3

              STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED
              SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001                    5

              STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED
              SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001                    6

              NOTES TO FINANCIAL STATEMENTS                                8

     ITEM 2.  PLAN OF OPERATION                                           13

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                           32

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                   34

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                             35

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         35

     ITEM 5.  OTHER INFORMATION                                           35

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                            35

SIGNATURES                                                                36

CERTIFICATIONS                                                            36

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                                    FREESTAR TECHNOLOGIES
                                       BALANCE SHEET
                                     SEPTEMBER 30, 2002
                                         (Unaudited)

ASSETS

Current assets:
Cash and cash equivalents                                      $     30,430
Accounts receivable, net of allowance for
doubtful account of $62,462, including $62,462
due from related party                                                3,271
Credit and deposits for future purchases of inventories             289,000
Prepaid expenses                                                    140,238
Inventories                                                           3,597

Total current assets                                                466,536

Property, plant and equipment, net of accumulated
depreciation and amortization                                         8,536
Software, net of accumulated amortization                           285,588
Credit for future purchases of merchandise                          675,000
Investment                                                           50,000
Other assets                                                          3,766
                                                                $ 1,489,426

                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses                               215,765
Accrued salaries - related parties                                  255,000
Line of credit                                                       18,922
Convertible notes payable                                           595,128
Due to related party                                                387,609
Total current liabilities                                         1,472,424

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, 500,000,000 shares authorized;
48,701,557 issued and outstanding                                    47,712
Additional paid-in capital - common stock                         5,257,243
Subscription receivable                                             (50,000)
Deferred compensation                                              (728,833)
Accumulated deficit                                              (4,885,567)
Accumulated other comprehensive loss                                (56,611)
Total stockholders' equity                                           17,002

                                                                  1,489,426

                        See Accompanying Notes to Financial Statements

                                      FREESTAR TECHNOLOGIES
                                     STATEMENTS OF OPERATIONS
                                           (Unaudited)

                                                 Three Months      Three Months
                                                     Ended            Ended
                                                 September 30      September 30
                                                      2002             2001

Revenue                                          $      8,700      $     4,506

Cost of revenue                                           802                -

Gross profit                                            7,898            4,506

Selling, general and administrative expenses          629,498        2,071,368

                                                     (621,600)      (2,066,862)

Other income/(expenses)                                50,622            1,511
Interest expense                                     (123,608)               -

Loss before income taxes                             (694,586)      (2,065,351)

Income taxes                                                -                -

Net Loss                                             (694,586)      (2,065,351)

Other - Comprehensive income (loss)                   (38,192)               -

Comprehensive loss                                   (732,778)      (2,065,351)

Loss per share - basic and diluted                      (0.02)           (0.16)

Weighted average shares outstanding -
basic and diluted                                  46,079,414       12,605,508

                    See Accompanying Notes to Financial Statements

                                  FREESTAR TECHNOLOGIES
                                 STATEMENTS OF CASH FLOWS
                                       (Unaudited)

                                                 Three Months      Three Months
                                                     Ended            Ended
                                                 September 30      September 30
                                                      2002             2001

Cash flows provided by (used for)
operating activities:
Net loss                                         $   (694,586)     $(2,065,351)

Adjustments to reconcile net income
to net cash provided by (used for) operating
activities:
Depreciation and amortization                          57,173            2,662
Non-cash compensation                                 202,033        1,997,786

Amortization of financing cost on
Convertible notes payable                              47,500                -

Amortization of discount for
beneficial conversion features on convertible
notes payable                                          31,880                -

Changes in assets and liabilities:
(Increase) decrease in assets
Accounts receivable                                         -           (2,218)
Inventories                                            (3,597)           5,447
Other assets                                            1,811          (63,123)
Increase (decrease) in liabilities
Accounts payable and accrued expenses                  67,650           12,837
Accrued salaries - related parties                     57,500                -
Total adjustments                                     461,950        1,953,391

Net cash used by operating activities                (232,636)        (111,960)

Cash flows provided by (used for)
investing activities:
Purchase of fixed assets                                    -             (207)
Investment in Rahaxi                                  (50,000)               -
Net cash used by investing activities                 (50,000)            (207)

Cash flows provided by (used for)
financing activities:
Principal proceeds from line of credit agreement        7,768                -
Repayment on overdraft                                 (9,578)               -
Proceeds from issuance of notes payable               150,000                -
Sale of common stock                                  150,000                -
Contributions from stockholder                              -          110,484
Decrease in advances from related party               (26,371)               -
Net cash provided by financing activities             271,819          110,484
Net increase (decrease) in cash and cash
equivalents                                           (10,817)          (1,683)
Foreign currency translation adjustments              (38,806)          (3,022)
Cash and cash equivalents, beginning of period          2,441          220,297
Cash and cash equivalents, end of period               30,430          215,592

Supplemental disclosure of cash flow information:
Interest paid                                          29,984                -
Income tax paid                                             -                -
Shares issued for services                            202,033        1,997,786
Prepaid financing cost as increase of
convertible notes payable                             135,720                -
Discount for beneficial conversion
features on convertible notes payable                  44,444                -
Loan payable to a stockholder related to
a deposit transferred to the Company                        -          900,000

                   See Accompanying Notes to Financial Statements

                                 FREESTAR TECHNOLOGIES
                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)

(1)  Basis of Presentation and Nature of Business Operations:

Basis of Presentation:

The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
These condensed financial statements and related notes should be read
in conjunction with the Company's Form 10-KSB for the fiscal year
ended June 30, 2002.  In the opinion of management, these condensed
financial statements reflect all adjustments which are of a normal
recurring nature and which are necessary to present fairly the
financial position of Freestar Technologies as of September 30, 2002,
and the results of operations for the three-month period ended
September 30, 2002 and 2001, and cash flows for the three-month period
ended September 30, 2002 and 2001.  The results of operations for the
three-month period ended September 30, 2002 are not necessarily
indicative of the results, which may be expected for the entire fiscal year.

Nature of Business Operations:

Freestar Technologies ("Freestar"), formerly known as Freedom Surf,
Inc., was formed on November 17, 1999 as a Nevada corporation, with
its principal offices in New York, New York.  Freestar has developed
software-enabling e-commerce transactions over the Internet, using
credit, debit, ATM (with PIN), or smart cards.

The Company plans to have two main revenue sources, including 1) sales
of its PaySafe devices "ePayPad" and 2) processing fees related to the
transactions through the use of ePayPad.  The Company charged a fee
for these transactions ranging from 0.3% to 1.3%.

ePayPad is one of several card swipe devices that Freestar is
currently utilizing to deliver its pay safe now solution. The ePayPad
is a small desktop hardware device resembling a credit card reader
found at your local supermarket or bank. This unobtrusive box is
equipped with a credit card reader and a ten key numeric keypad.  The
ePayPad allows the consumers to securely shop and pay bills on-line.

Recent Accounting Pronouncements:

On July 21, 2001, the Financial Accounting Standards Board ("FASB")
issued Statements of Financial Accounting Standards No. 141 (SFAS No.
141), "Business Combinations," and No. 142 (SFAS No. 142), "Goodwill
and Other Intangible Assets."  SFAS No. 141 addresses financial
accounting and reporting for goodwill and other intangible assets
acquired in a business combination at acquisition.  SFAS No. 141
requires the purchase method of accounting to be used for all business
combinations initiated after June 30, 2001 and establishes specific
criteria for the recognition of intangible assets separately from
goodwill; SFAS No. 142 addresses financial accounting and reporting
for goodwill and other intangible assets subsequent to their
acquisition. SFAS No. 142 provides that goodwill and intangible assets
that have indefinite useful lives will not be amortized, but rather
will be tested at least annually for impairment. It also provides that
intangible assets that have finite useful lives will continue to be
amortized over their useful lives, but those lives will no longer be
limited to forty years. SFAS No. 141 is effective for all business
combinations after June 30, 2001. The provisions of SFAS No. 142 are
effective beginning January 1, 2002. The Company has implemented the
provisions of SFAS No. 141 and No. 142 and has concluded that the
adoption does not have a material impact on the Company's financial
statements.

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 has implemented the provisions of SFAS No. 143 and has
concluded that the adoption does not have a material impact on the
Company's financial statements.

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 has implemented the provisions
of SFAS No. 144 and has concluded that the adoption does not have a
material impact on the Company's financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections."  This Statement rescinds FASB Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," and an
amendment of that Statement, FASB Statement No. 64, "Extinguishments
of Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement
No. 44, "Accounting for Intangible Assets of Motor Carriers." This
Statement amends FASB Statement No. 13, "Accounting for Leases," to
eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-
leaseback transactions.  The Company does not expect the adoption to
have a material impact to the Company's financial position or results
of operations.

In July 2002, the FASB issued SFAS No. 146 "Accounting for Exit or
Disposal Activities."  The provisions of this statement are effective
for disposal activities initiated after December 31, 2002, with early
application encouraged.  The Company does not expect the adoption of
FASB No. 146 to have a material impact on the Company's financial
position or results of operations.

(2)  Significant Transactions:

Acquisitions and Alliance Agreements:

In July 2002, the Company had an informal agreement with Game Base
Nevada, Inc. ("Game Base") to enter an alliance agreement in August
2002.  Game Base provided $50,000 deposit to the Company as a before
finalization of the agreement.  The two parties never finalized the
alliance agreement.  The Company is entitled to retain the deposits
from Game Base and classified as other income in accompanying financial
statements.

In September 2002, the Company entered into an acquisition agreement
with Heroya Investments Limited. ("Heroya").  Under the terms of the
agreement, the Company agrees to purchase 100% of common stock of
Rhaxi, a wholly owned subsidiary of Heroya, for a purchase price of
$4,300,000.  The purchase price is payable in 13 months beginning the
closing date of the agreement.  Ownership in Rahaxi increases
proportionally with payments made as summarized in the following table:

                                          Required Payment    Ownership Upon
                                                                Payments

1.  Closing date of agreement             $     150,000           1/30
2.  Two months after closing date               150,000           1/30
3.  105 days after receipts of
    2nd payment (quarter ended
    December 31, 2002)                          500,000           3/30
4.  Quarter ended March 31, 2003                500,000           4/30
5.  Quarter ended June 30, 2003                 500,000           4/30
6.  Quarter ended September 30, 2003          2,500,000          17/30
    Total                                     4,300,000     Thirty Shares

As of September 30, 2002, the Company made $50,000 as partial payment
against the initial required payment.

As of November 27, 2002, the Company made payments of $100,000 and has
not made the remaining $200,000 based on the payment schedule per the
acquisition agreement.  Per the terms of the acquisition agreement,
Heroya has the right to terminate the agreement as the Company
breached its payment obligations.  As of November 27, 2002, Heroya has
not informed the Company of its intent to terminate the agreement.

Issuance of Common Stock for Service:

The Company issued 400,000 restricted shares and 2,735,000 S-8 shares
of its common to various consultants and legal counsels for current
and future services.

The Company cancelled 1,000,000 restricted shares issued to a former
executive.  The shares were originally issued to him for service
performed.  The Company claimed that he failed to perform the required
service and therefore cancelled the shares. In September 2002, the
dispute was settled in court that the shares were properly cancelled.
Expense for $98,000 was reversed in the quarter ended September 30, 2002.

In June 2002, the Company issued 9,500,000 shares in error, which were
cancelled in July 2002.

Sale of Common Stock:

The Company sold 2,750,000 shares of restricted common stock to
outside investors with proceeds of $200,000.  The Company received
$150,000 during the quarter ended September 30, 2002 and expects to
receive the remaining $50,000 in the quarter ended December 31, 2002.

Convertible Notes Payable:

On June 27, 2002, the Company entered into a financing agreement with
a lender for $400,000 convertible notes.  These notes are secured by
14.4 million shares of common stock pledged by the Company's major
shareholder.  The Company received $60,000 of the proceeds in June
2002 and $150,000 in the quarter ended September 30, 2002.  The
remaining $190,000 represents financing cost.  The Company prorated
the cost of $54,280 as of June 30, 2002 based on the cash receipts in
June 2002.  The remaining $135,720 was recorded as prepaid financing
cost in the quarter ended September 30, 2002.  The prepaid financing
cost is amortized over the term of the loan (approximately one year).
The Company recorded $47,500 for the amortization of such cost in the
current quarter.

These notes payable are convertible into equity at the option of the
note holders at beneficial conversion rates, an embedded beneficial
conversion feature will be recorded as a debt discount and amortized
using the effective rate over the life of the debt in accordance with
EITF 00-27.  The Company has an unamortized discount of $62,308
related to convertible notes payable of $270,000 as of June 30, 2002
and recorded a discount of $44,444 related to the $400,000 convertible
debts.  The Company recorded amortization of discounts of $31,880 on
these convertible notes during the quarter ended September 30, 2002.

(3)  Going Concern:

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

Through September 30, 2002, 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 or other financing for a significant portion of its
expenses, it is not known whether the Company will be able to continue
this practice, 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 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.

ITEM 2.  PLAN OF OPERATION.

Item 303 of Regulation S-B provides that small business issuers
that have not had revenues from operations in each of the last two
fiscal years, or the last fiscal year and any interim period in the
current fiscal year for which financial statements are furnished in
the disclosure document, shall provide the information regarding a
plan of operation.  The Registrant had revenue from operations for the
period from May 25, 2001 (inception) to June 30, 2002 in the amount of
$86,005.  Although the Registrant did have revenue from operations in
the quarter ended September 30, 2002 in the amount of $8,700, the
Registrant has chosen to set forth a plan of operation in this Form
10-QSB because of the size of this revenue.

Twelve-Month Plan of Operation.

(a)  General Discussion.

     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, 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 the first order for in excess of 2000 units.  The
Registrant has successfully deployed, first order, and is currently
awaiting the arrival of its new USB reader to continue its deployment

     During 2002 to date, the Registrant has not received any new
shipments of product due to the fact that it made the decision to
enhance the product to USB port compared to the present PS2 port.  The
enhancement of our product required extensive research and
development, hence the deferral of shipments.  This was an important
decision for the Registrant to make especially as it had an adverse
effect on revenues for the quarter ended September 30, 2002.  However,
the Registrant believes that this decision will derive long term
benefits and is an essential part of the current business plan to have
a globally accepted product.  The Registrant was initially expecting
to receive the first shipments of the newly enhanced product by the
end of June 2002, and then again by the end of  September 2002.  The
delay is mainly due to the unforeseen  lengthy certification process.
The Registrant is now expecting delivery of its new USB units in early
2003 and then will recommence redistribution of product to its clients.

     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.  La Nacional plans to distribute and deploy the system 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 were  deployed in New
York in early 2002 at the "La Nacional Cybercafe," located at 566 West
207th Street in the Washington Heights district in New York City, an
area that boasts the largest concentration of Dominican Republicans in
the Northeast.  The La Nacional Cybercafe, features a bank of computer
terminals that have been outfitted with the Registrant's PaySafeNow
system.  Using the PaySafeNow system's proprietary card reader, the
"ePayPad," Cybercafe customers may enjoy virtual one-stop shopping
directly from popular retail stores located in the Dominican Republic
via the  Internet.  In addition, the ePayPad will permit customers to
use their PIN-authenticated cards to securely and economically
transfer money locally or to friends and relatives living in the
Dominican Republic or elsewhere around the world.  In accordance with
its contractual agreement with La Nacional, the Registrant will
receive a transactional revenue fee from each PaySafeNow transaction
originated at the Cybercafe.  La Nacional's first U.S.-based Cybercafe
represents a significant opportunity for the Registrant to demonstrate
its system's ease-of-use, global capabilities and technical
functionality in the United States.  However, it also represents an
important and progressive business opportunity to stimulate the local
economy and provide an entire community with cost-efficient access to
the Internet .

     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 had
initially expected to integrate a significant number of merchants by
the middle or latter part of 2002.  Due to the delay in obtaining the
new USB units for distribution, this target date is now expected to be
the end of the first quarter of 2003.

     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 Fortech's 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 company thus
accelerating revenue growth.

     The Registrant has entered into a strategic alliance with
Caribbean Postal Services 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, 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 Registrant  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
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.

     Empress Casinos has selected PaySafeNow to provide secure payment
processing for its  five, fully-licensed, land-based  casinos and
sixty sports bank  operations, which are similar to United States off
track betting and Las Vegas Style Sports books.  Based in the
Dominican Republic, Empress Casinos owns and operates one of the
largest regulated, land-based resort casinos and sports banks, which
include the Hotel Casino Hamaca, among others strategically  located
in popular tourist destinations throughout the Dominican Republic.
The PaySafeNow system that is to be initially deployed by Empress
Casinos includes 72 ePayPad point of sale terminals, which will enable
Empress Casinos to offer its customers a secure payment solution. The
PaySafeNow system was chosen primarily because it offers seamless
integration with Empress Casinos' existing infrastructure.  The
PaySafeNow system will also reduce costs by lowering the level of
credit card charge backs while reducing the processing cost of each
transaction.

     The Registrant's system has been implemented by the Sky
International Group of Casinos to offer its customers a secure payment
solution. The advantage of the PaySafeNow system is the seamless
integration with Sky International's existing infrastructure.  With
the Registrant's PaySafeNow system, this company can now offer secure
online an offline payment options.  Seamless system integration was
the key deciding factor in Sky International choosing the PaySafeNow
system.  Based in the Dominican Republic, Sky International owns and
operates regulated, land-based resort casinos and delivers online
gaming action through its Web site.  Sky International's land-based
casinos include the Hotel Casino Sol De Plata and the Catalonia Bavaro
Golf Resort and Casino, both located in Punta Cana, considered the
largest tourist destination in the Dominican Republic

     The Registrant's ePayPad is currently being resold by Radio Shack
in the Dominican Republic, one of the 27 Radio Shack's franchises in
the Latin America and Caribbean area.  EnelPunto has established the
Registrant's PaySafeNow system as the standard, approved e-commerce
payment technology for its merchant network comprised of 50 online
vendors, including Radio Shack-Latin America.  The ePayPad is also
being marketed directly to consumers over Radio Shack-Latin America's
site.  Radio Shack has long been considered a trusted global source
for cutting edge electronic and technology solutions.

     To enhance its presence in the United States, the Registrant
opened its new North American headquarters in the heart of New York
City to launch the sales and marketing of its PaySafeNow system in the
North American market..  This is an important step for the Registrant
with regard to the execution of its business plan and the
globalization of our PaySafeNow system.  New York is the business
center of the world and therefore it is a natural choice for the Registrant.

     The Registrant also opened its new European Headquarters in
Dublin, Ireland to launch its PaySafeNow system in the European
market.  The Registrant believes that this is an   important step for
it with regard to the execution of its business plan.  Ireland is the
largest exporter of software in the world and so it was a natural
choice for our European headquarters. Additionally, the country's
infrastructure and educated labor force will play a major role in
establishing the Registrant  in the European marketplace  in the
forthcoming year

     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 its 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.

     In April 2002, the Registrant retained vFinance Investments, a
subsidiary of vFinance, Inc., a New York-based investment banking firm
that offers capital raising and related services to small and middle-
market public companies and high growth private companies worldwide.
vFinance will be responsible for assisting the Registrant in raising
capital, providing management with ongoing financial counsel and
identifying prospective opportunities for acquisition and/or joint
venture considerations. This relationship provided the Registrant with
an immediate financing package that includes a $270,000 convertible
debenture and an additional $400,000 in convertible promissory notes.
The access to working capital will allow the Registrant to fully
support its immediate goals, promote near term growth and accelerate
the implementation of our corporate business plan.  It should be noted
that the Registrant may never take advantage of the equity line, which
is at the Registrant's discretion without penalty.  However, in light
of the growing demand for our PaySafeNowr solution across a broad
spectrum of industry applications, the company believes it is prudent
to have immediate access to growth capital in the event it has to
accelerate its production efforts.

     In March 2002, the Registrant engaged Elite Financial
Communications Group  to launch an  aggressive market awareness
campaign to foster appreciation of corporate progress and global
growth strategy.  Elite Financial is a full service, pro-active
financial communications, investor relations and strategic resourcing
firm.  Elite Financial will work closely with the Registrant's
executive management team to develop customized, high-quality, high-
impact and fully integrated financial communications programs and
platforms designed to increase industry and investor awareness of the
Registrant and foster market appreciation for its ongoing corporate
progress and global growth strategy.  Elite Financial will be playing
a key role in helping the Registrant to leverage its vision for a new
generation of online financial services.

     ePayLatina, S.A. has secured orders for 20 point-of-sale
solutions that were unveiled at the Ciberferia de Bancredito technology
fair sponsored by Bancredito in Santo Domingo.  In addition, the Company
is following up on over 1000 inquiries received from small business
owners who attended the fair - all of whom have expressed an interest in
deploying the  PaySafeNow point-of-sale system on-site at their retail
businesses.  In association with Bancredito, ePayLatina is offering
merchants the opportunity to select from three turnkey, point-of-sale
operating systems, which range in price from US$699 to US$1,299.  The
response the Company  received at Bancredito's technology fair from
merchants seeking to outfit their businesses with a safe ATM and debit
card point-of-sale system leads us to believe that our expectations for
our PaySafeNow technology have not been overly optimistic.  The
Registrant will be exploring  opportunities to introduce the packaged
solution to merchants based in the United States."

     In May 2002, the Registrant and eDough.com, LLC a privately-
held company engaged in offering micro-transaction solutions for the
Internet,  formed a strategic alliance between the companies, whereby
eDough  will implement, market and sell the Registrant's  proprietary
PaySafeNow payment  system on its Web site at www.edough.com.  In
exchange for  the right to resell the Registrant's ePayPad and
PaySafeNow products, the Registrant  will allow unlimited and free
rights to eDough for the integration usage of its products on eDough's
Web site and will clear all of eDough's online financial transactions
through  its payment processing system.  In addition, the Registrant
will compensate eDough through a predetermined commission plan for
sales of its products on eDough's Web site.

(b)  Rahaxi Acquisition.

(1)  General Discussion.

     The Registrant has acquired privately-held Rahaxi Processing Oy,
a leading Northern European online credit card processing enterprise
headquartered in Helsinki, Finland. Rahaxi operates full, online
connectivity to all Finnish banks, including Nordea, Sampo, Oko and
the domestic bank credit card company, Luottokunta, and provides
processing services for over 1,300 merchants.  Currently, Rahaxi
supports a network serving over 5,000 point-of-sale devices that
generate over one million transactions each month. The terms of the
acquisition, valued at $4.3 million, provide for the Registrant to
make incremental cash payments to the seller over the course of 13
months, and to collateralize the full value of the acquisition in the
form of an equivalent amount of common stock of the Registrant.  In
addition, the seller shall be entitled to receive 10% of the net
profits generated by Rahaxi for the first four quarters immediately
following the closing date, which was September 10, 2002

     This strategic acquisition marks a major milestone in the
Registrant's development and helps to cement our position in the
international marketplace as a provider of leading PIN-authenticated
payment technology and proprietary processing solutions.   The
Registrant intends to rapidly leverage Rahaxi's 10-year track record,
established customer base, growing revenue stream (currently averaging
approximately US$100,000 per month), robust processing platform and
historical ties to the point-of-sale industry to accelerate many of
our immediate growth objectives.  Foremost, Rahaxi empowers the
Registrant with an end-to-end financial processing capability that few
can rival.  And, securing an established processing base in what is
arguably the European Union's most progressive telecommunications and
electronic payments market clearly bodes well for the successful
implementation of the Registrant's long term growth strategy

     Established 10 years ago as a subsidiary of Telecom Finland
(subsequently Sonera SmartTrust), Rahaxi Processing Oy is a Payment
Service Provider located in Helsinki which routes credit and debit
card transactions from merchants to relevant banks and card issuers
for authorization and settlement.  As the cornerstone of Sonera's bid
to become a leading player in the Scandinavian payments market,
approximately USD10 million have been invested in Rahaxi's hardware,
software and brand name to date. Rahaxi's revenue base has been
growing organically for the past few years with little or no market
effort from Sonera SmartTrust.

     Rahaxi operates full, on-line connectivity to all Finnish banks,
including Nordea, Sampo, Oko, the savings and loans (Aktia, etc.) and
Luottokunta, the local bank-established credit card company. A similar
connection has been established with Luottokunta's Estonian
counterpart, Cardikesku, to facilitate the needs of international
clients such as Stockmann's department stores. Costs have been kept to
a minimum through outsourcing, which lends the company a high degree
of flexibility. It is currently one of the leading players in the
Finnish payment market for card present transactions.

(2)  Current State of the Business.

     Rahaxi currently provides these services to some 1,300 blue-chip
merchants.  The network supports over 5,000 POS devices, generating
over 1 million transactions per month and is readily capable of
handling an additional 7 million transactions per month under its
current software licenses.

(3)  Company and Organization.

     Prior to the sale of Rahaxi, Sonera SmartTrust had streamlined
the entity's operations to the point where it was literally running
itself.  Thus, the company's three main areas of activity are
outsourced as follows:

Call Center:  The company's Call Center, which was previously
operated by Sonera, has been merged with that of Dione Systek in
Finland to ensure maximum efficiency. The combined Call Center
seats 7 and currently provides merchant support during office hours.

Data Center:  Rahaxi's Tandem/Base24 system is outsourced to and
housed by Tieto Enator, Scandinavia's leading hosting company in
a specialized Financial Center together with other Banks and the
Helsinki Stock exchange, where Systems are monitored on a 24/7
basis.  The service comprises: 1. Support for Rahaxi's ACI Base24
software as deployed by 2,600 banks world-wide with a proven
track record. 2. All servers are redundant Tandem systems. 3. All
systems are duplicated, so that the redundant system takes over
in case of a failure. 4. Regular back-ups of data are provided internally.

Terminal deployment: An independent company, DioneSystek,
provides and manages the company's terminals. Merchants lease
terminals directly from DioneSystek.

(4)  Products and Services.

     Rahaxi provides a range of card swipe terminals and payment
solutions that support sophisticated, integrated POS systems to meet
the ever changing, complex needs of the hotel, restaurant, airline
business sectors. The company's end-to-end solutions are proven to be
robust and reliable, ensuring a swift and secure payment path for both
low volume and multi-outlet, high-volume retailers. The Systek 610
terminal developed in co-operation with Rahaxi is ideal for the target
markets as it can communicate along a variety of channels (Analogue,
digital and GSM-wireless), as well as conversion into a stand-alone
EPOS system for small to medium sized retailers. The extensive
flexibility offered by the system allows Rahaxi to support single
terminal, multi-terminal, multi-location and multi-country outlets.

     The company provides full card payment processing, transaction
authorization, data capture and settlement facilities for Visa,
MasterCard, American Express, Diners Club, JCB and all bank-issued
domestic debit cards. Rahaxi also provides specialist value-added
processing applications for fleet, fuel and loyalty card schemes. The
company currently offers a multi-currency facility to merchants in
Finnish Marks, Euros and Estonian Crowns. However the systems are
fully prepared to handle a variety of currencies, subject to the
sponsoring bank having the required currency facilities via Visa
and/or MasterCard.

     As Rahaxi supports merchant loyalty programs, all transactions
are logged and marked for loyalty points. This functionality can be
used with credit, debit and specialty cards used by merchants.

     Terminals are connected on a 24/7 basis to Rahaxi both via the
fixed line telephone network and GSM data channel. The communications
costs in Finland, which are borne by Rahaxi's merchants, are
competitively priced.  Software upgrades need only be performed at the
central level, thus ensuring a highly "future-proof" environment.

     The ePayPad, which was developed by the Registrant, allows
transactions to be completed in a "Card present" environment.  This
allows small merchants to obtain a credit card facility with a minimal
investment using an existing PC and Internet connection. It also
allows transactions to be made securely over the Internet by
cardholders themselves and offers a "Cash advance" functionality for
loading accounts, debit cards, etc. The latter can also be extended to
offer a money transfer facility using the existing worldwide ATM networks.

     Rahaxi has established relationships with the main suppliers of
cash registers, such as Edacom, Siemens-Nixdorf and NCR, comprising a
captive service market as the product lines of these suppliers contain
the necessary software to connect directly to the Rahaxi. For those
companies that build their own POS systems, a software module is
available which enables connection to Rahaxi via server or PC.

(5)  The Finnish Market.

     Long known as one of the key protagonists in the development of
electronic banking, Finland has a population 5 million and a  total of
35,000 POS terminals. Approximately 35% of all payments are made by
card.  Of these, approximately 70% are executed with debit cards and
the remaining 30% are made by credit card.  Visa is the predominant
card brand in Finland.

     Rahaxi is the only independent Payment Service Provider in the
country and the only provider of an online service.  Terminals
operated by the Finnish banks, however, are operated in an offline mode.

     Finland boasts a plethora of advanced Internet payment solutions,
yet customers must complete transactions away from retailers' sites.
Existing methods are, in other words, relatively cumbersome and give
Rahaxi the opportunity to launch more user-friendly products.

     Finland's clearing rules differ favorably in comparison to the
rules applied by the banks and card organizations in most other
jurisdictions. Finland does not, for example, differentiate between
"card present" and "card not present" transactions.  This means that
the approximately 0.5% premium for "card not present" transactions is
not applicable in Finland.

(6)  The International Market.

     Rahaxi is targeting the surrounding Baltic countries (Estonia,
Latvia, and Lithuania) and other Central/Eastern European markets to
broaden its client base.  Through the expansion of its acquiring bank
relationships, Rahaxi intends to market a variety of services,
including a third party processing facility, in these local markets
and to international cross-border merchants.

(7)  Technical Infrastructure.

     Rahaxi supports full on-line connectivity to all Finnish banks
and Luottokunta - the local card network gateway company. Rahaxi is a
lean operation with a very competitive cost base. As most activities
are outsourced, the company enjoys a high degree of flexibility.

     As mentioned above, the technical infrastructure consists of a
large BASE24/TANDEM infrastructure. The system incorporates full
redundancy and disk mirroring to guarantee data integrity at all times
in a 24/7 environment. Following the initial purchase of these
systems, Sonera commissioned a significant amount of development to
adapt the system to the requirements of the Finnish market.

     The internal systems guarantee complete interchange compliance
with Visa and MasterCard by virtue of determining the compliance of
transactions before transmission to respective card schemes.  All
transactions are stored in a data warehouse, from where reports can be
generated to support the internal merchant business process.  This
capability encompasses feedback reports and monthly billing.

(8)  Strategic Advantages.

     Rahaxi is currently under-utilized and has strong growth
potential.  The company's focus can readily be redirected from "card
present" domestic processing to Pan-European eCommerce merchant
processing. The following facts attest to Rahaxi's tremendous future
growth potential:

     - Finland has one of the lowest Visa/MC interchange fee structures
       in Europe.  In the case of "card not present" transactions,
       Finnish interchange is typically 0.5% less than many other
       European countries.

     - The company is not currently processing any "card not present"
       transactions associated with eCommerce, which is one of the
       fastest growing segments of the processing market.

     - Rahaxi's customer base consists of established, Blue Chip
       customers with low charge back/retrieval rates.  This opens up
       the opportunity of accepting a percentage of high margin
       business, which generally incur higher charge back rates.

     - The introduction of the Euro has made it easier to transact
       across Europe and allows companies located in other member states
       to base their eCommerce businesses in Finland.

     - Rahaxi can offer additional services to clients that increase the
       margin per customer such as multi-currency accounts and Dynamic
       Currency Conversion.  The Systek terminals used by Rahaxi are
       available in a GSM version using the GSM data channel.
       Deployment in other markets is technically simple as this channel
       works in all countries possessing GSM networks.

     - Being unwilling to update their systems to accommodate
       technologies such as the Internet, chip cards, 3Dsecure and
       interactive television, etc., banks are increasingly outsourcing
       their payment processing.

     - Finland has one of the most developed mobile networks in the
       world, and is therefore expected to be the first market to emerge
       with a viable mobile payments environment.

(9)  Opportunity.

     The Registrant acquired Rahaxi in September 2002 to enable
proprietary processing of their expected. rapidly increasing volumes
of e-commerce traffic.  In order for Rahaxi to process said traffic,
the company seeks to secure relationships with an additional two to
three European "acquiring banks."

     The opportunity to acquiring banks, meaning banks certified to
accept credit card transactions on behalf of merchants, is principally
the very substantial volume of traffic available in the market.  The
key to a sustainable business model in a perceived high-risk
environment is grounded in risk management and control. It is the
early stage of a co-operation between Rahaxi and new acquiring banks
that represents the period of highest risk as the merchant is still
unknown to the bank and reserves are still in the process of being
built up.

Business Strategy.

     The Registrant's objective is to become a leading provider of
card present Internet payment systems.  Key elements of this strategy
include:

(a)  Research and Development.

     As research and development is an integral part of its growth
strategy, the Registrant projects this important expense to increase
to ensure the quality of its products and satisfy consumer
expectations.  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.

     The largest portion of the Registrant's research and development
costs in the past year has related to the development of e-commerce
software for card present internet  transactions, and this policy will
continue to account for a significant portion of the Registrant's
total research and development costs.  Over the past two years, the
company has spent substantial sums on research and development.  While
the company believes the research and development expenditures have
created significant future revenue producing opportunities, some of
the  products are just entering production.

(b)  Sales and Marketing.

     The Registrant markets, sells and distributes products via the
Internet, as well as traditional methods through its direct sales
force, indirect sales channels, and through or strategic
relationships.  The company intends to devote significant resources to
marketing efforts and business development activities designed to
build its brand name and expand its business distribution channels.
Target audiences include: the home user, the small business user,
financial institutions, healthcare, education and entertainment
industries.  The Registrant's sales force is responsible for
soliciting prospective customers and providing technical advice and
support with respect to our products.  It is the company's intention
to achieve greater penetration into markets by using direct and
indirect sales personnel with significant market expertise.  The
Registrant will also be employing consultants with established
relationships in the commercial marketplace.

     Currently, the Registrant depends on a limited number of
customers for a substantial portion of its revenue and a portion its
contracts with some of its customers are short-term contracts.  The
non-renewal of any significant contract upon expiration, or a
substantial reduction in sales to any of its significant customers,
would adversely affect its business unless the company was able to
replace the revenue received from these customers.

(c)  Expand Targeted Customer Base.

     The Registrant intends to develop strong sales and marketing
force initially targeting merchant and consumer requirements, money
transfer, secure gaming applications and financial institutions.  It
also intends to build a strong customer base for the PaySafeNow System
in both the domestic and international sales markets, strengthen its
relationship with its strategic partners such as Banco Nacional de
Credito, La Nacional de Envious and SSP Solutions, and develop
relationships with other financial institutions.  The Registrant
believes that strategic relationships and partnerships with large
financial institutions and online merchants represent our greatest
opportunity to penetrate the secure online card present systems.

(d)  Promote Sales of Point of Sale Units for Brick and Mortar
Establishments.

     The versatility of the Registrant's products will enable them to
be sold as point of sale units for traditional brick and mortar
merchants. For example, by connecting a card reader to the merchant's
PC, and downloading our PaySafeNow merchant software, the registered
user can incorporate a secure device for online payment processing.

(e)  Establishing a Recognized Quality Brand Name.

     Establishing a strong brand name is a key essential component to
attracting and expanding a broad and diverse customer base in both the
domestic and international markets.  The Registrant intends to build
its brand by leveraging its relationships with well-known financial
institutions and merchants through joint marketing efforts with such
strategic partners.  The company intends to participate in major
industry trade shows, and engage in aggressive advertising campaigns.
It is the company's goal to establish a brand name that is associated
with an assurance of security and simplicity of usage.

(f)  Continue to Enhance the Registrant PaySafeNow Solution.

     The Registrant's PaySafeNow system provides the end-user with a
comprehensive solution for their secure online payment processing
needs.  The company will continuously seek to develop and identify new
hardware and software to enhance and add to the PaySafeNow system.  As
the Registrant identifies appropriate technologies, it will add new
products to the Paysafe Now System.  These additions will be made
either through internal development or through third party licenses.

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 $4,233,822 for the period
from inception (May 25, 2001) to June 30, 2002, and a net loss of
$694,586 for the three months ended September 30, 2002.  At September
30, 2002, the Registrant had an accumulated deficit of $4,885,567.
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 has negotiated a financing package with Papell
Holdings, Ltd., a Turks & Caicos Islands company, and Boat Basin
Investors LLC, a Nevis limited liability company, that is a total of:
(a) $270,000 convertible debenture; and (b) a total of $400,000 in
convertible promissory notes from those persons and companies, plus
vFinance, Inc. (a total of $210,000 of which has been received - the
remainder of the $400,000 was paid by the Registrant for certain fees;
see Exhibit 4.9 to this Form 10-QSB).

     The Registrant defaulted in repayment of the $270,000 debenture;
therefore, the 4,000,000 shares of restricted common stock that Mr.
Egan pledged as collateral for this loan was transferred to the
lenders on this debenture in June 2002 and subsequently sold.  In
addition, since the Registrant defaulted on its requirement under a
registration rights agreement in connection with financing set forth
in (a) above, it was required to pay the investors a 9% penalty on the
amount borrowed as the registration statement was not filed within 60
days of registration requirement date.  As of September 30, 2002, the
Company recorded $24,300 related to this penalty.

     There is no guarantee that these funding sources, or any others,
will be available in the future, or that they will be available on
favorable terms.  In addition, this funding amount may not be adequate
for the Registrant to fully implement its business plan.  Thus, 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.

     There is a risk that some of the Registrant's products may
infringe the proprietary rights of third parties.  In addition,
whether or not the Registrant's products infringe on proprietary
rights of third parties, infringement or invalidity claims may be
asserted or prosecuted against it and it could incur significant
expense in defending them.  If any claims or actions are asserted
against the company, it may be required to modify its products or seek
licenses for these intellectual property rights.  The Registrant may
not be able to modify its products or obtain licenses on commercially
reasonable terms, in a timely manner or at all.  The Registrant's
failure to do so could have a negative affect our business and
adversely our revenues .

(d)  Product Errors Could Affect Impact Business of the Registrant.

The Registrant develops products that are extremely complex, and
the products it produces  may contain undetected errors when first
introduced or when new updated versions are released to the
marketplace.  Despite the company's rigorous product testing
procedures and testing by current and potential customers, it is
possible that errors will be found in new products or upgrades after
commencement of commercial shipments.  The occurrence of product
defects or errors could result in adverse publicity, delay in product
introduction, diversion of resources to remedy defects, loss of or a
delay in market acceptance, claims by customers against us, or could
cause us to incur additional costs, any of which could adversely
affect our business.

(e)  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

(f)  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.

     The standards for card present e-commerce payment transactions
that the Registrant support may not achieve broad market acceptance or
market acceptance may be slower than the Registrant expected.
Additionally, if a new standard emerges that is more accepted by the
marketplace, the Registrant may not be successful in developing
products that comply with that standard on a timely basis unable.  To
be successful, the Registrant will need to effectively respond on a
timely basis to future changes in the ever expanding markets in which
the Registrant sells its software products.  The markets for the
Registrant's e-payment software solutions for the physical world and,
in particular, for payment card transactions over the Internet, are at
early stages of development and are rapidly expanding .

(g)  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.

     Also, the Registrant experiences significant competition from
existing and potential customers that develop, implement and maintain
their own proprietary e-payment solutions.  Additionally, the
Registrant's current and future competitors may develop products or
systems that may be comparable or superior to those developed by it or
adapt more quickly than it to new technologies, evolving industry
standards or customer requirements.  Increased competition could
result in price reductions, reduced margins and loss of market share,
any or all of which could have a material adverse effect on our
business, financial condition, results of operations and prospects.

     Finally, in today's competitive marketplace, personal computer
input devices face substantial competition from computer
manufacturers, since computers are almost always sold with a keyboard
and mouse.  There are also several large scale manufacturers who
specialize in the production of these input devices who may be able to
produce a device at a lower cost than the Registrant's.

(h)  Government Regulations May Affect the Ability of the Registrant
to Operate.

     Because the Registrant sells its products internationally, as
well as domestically, it must comply with federal laws that relate to
the export and applicable foreign government laws regulating the
import of our products.  However, the federal government may rescind
these approvals at any time.  Under current regulations these products
can be exported without a license to most countries for use by banks,
money transfer companies, general online and traditional merchants
organizations.

     Additionally, the Registrant may apply for export approval, on a
specific case by case  basis, for specific future products.
Government export regulation for security products is less stringent
for products designed for banking and finance, e-commerce.  It is
possible that the Registrant will not receive approval to export
future products on a timely basis, on the basis we request, or at all.
As a result of government regulation of our products, the company may
be at a disadvantage when competing for international sales with
foreign companies not subject to these restrictions.

     Various aspects of the Registrant's business are subject to
governmental regulation in the United States and other countries in
which it operates.  Failure to comply with such regulation may,
depending upon the nature of the noncompliance, result in the
suspension or revocation of any license or registration at issue, the
termination or loss of any contract at issue or the imposition of
contractual damages, civil fines or criminal penalties.  The
Registrant has experienced no material difficulties in complying with
the various laws and regulations affecting its business.

(i)  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.

(j)  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 36% 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.  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.  Accordingly, it could be difficult for the investors
hereunder to effectuate control over the affairs of the Registrant.

     Therefore, 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 Registrant unless he is
willing to entrust all aspects of the management of the Registrant to
the officers and directors.

(k)  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.  Two of 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
directors or 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.

     The Registrant's success will also be highly dependent on its
ability to attract and retain qualified employees.  Competition for
employees is intense in the e-commerce software industry.  To date,
the Registrant believes it has been successful in its efforts to
recruit qualified employees, but there is no assurance that it will
continue to be as successful in the future.  The Registrant believes
relations with its employees are more than satisfactory.

(l)  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.

(m)  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.

(n)  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.

(o)  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.

(p)  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.

(q)  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.

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

     All of the 17,400,000 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 the
Registrant, 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 under the Securities Act of
1933, as amended, and Rule 3b-6 under 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 that 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 in this document will in fact transpire or prove to be
accurate.  The Registrant disclaims any intent or obligation to update
"forward looking statements."

Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to September 30, 2002, the Registrant
carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934 ("Exchange Act").
This evaluation was done under the supervision and with the
participation of the Registrant's President and Chief Financial
Officer. Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

(b)  Changes in internal controls.

     There were no significant changes in the Registrant's internal
controls or in its factors that could significantly affect those
controls since the most recent evaluation of such controls.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") recently issued
Financial Reporting release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Registrant's most critical accounting policies include: non-cash
compensation valuation that affects the total expenses reported in the
current period.  The methods, estimates and judgments the Registrant
uses in applying these most critical accounting policies have a
significant impact on the results the Registrant reports in its
financial statements.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been
threatened.

     On March 4, 2002, the Registrant and certain of its agents, Paul
Egan, Ciaran Egan and others, were named as defendants in a complaint
brought by the Registrant's former interim chief executive officer and
attorney, Dennis Johnston.  This action was filed in the United States
District Court for the Central District of California, Dennis Johnston
v. Freestar Technologies, Paul Egan, Ciaran Egan, et al., Case No.
SA02-224.  The complaint alleges fraud and deceit in the sale of
securities in violation of Section 10(b) of the Exchange Act, fraud
and deceit in the issuance of securities, negligent misrepresentation,
and breach of contract.  The complaint also seeks damages in an
unspecified amount and involves the alleged failure of the Registrant
to transfer 2,000,000 shares of its common stock to Mr. Johnston for
legal services.

     In response to the complaint, the defendants filed a motion to
dismiss pursuant to Rules 9(b) and 12(b)(6) of the Federal Rules of
Civil Procedure ("FRCP") for failure to state a claim upon which
relief can be granted.  On or about May 17, 2020, Federal Judge Gary
Taylor granted the defendant's motion to dismiss.

     On or about June 10, 2002, the defendants were served with a
first amended complaint in the foregoing action.  This action seeks
damages in an unspecified amount and involves claims for legal fees by
Mr. Johnston, fraud and deceit in the sale of securities in violation
of Rule 10b-5 of the Exchange Act, fraud and deceit in the issuance of
securities, negligent misrepresentation, breach of contract,
interference with economic relations, violations of California
Business and Professions Code Section 17200, breach of implied
covenant of good faith and fair dealings, invasion of privacy-false
light, defamation, civil conspiracy, and conversion.

     On July 1, 2002, the defendants filed a motion to dismiss the
first amended complaint based on Rules 9(b), 12(b)(6) and 12(b)(1) of
the FRCP for failure to state a claim upon which relief can be granted
and failure of subject matter jurisdiction.  On July 22, 2002, Mr.
Johnston filed a motion to disqualify Corrigan & Morris LLP as counsel
to the Registrant; the Registrant opposed that motion.

     On August 6, 2002, the Hon. Judge Walker granted the Registrant's
motion to dismiss each and all eleven claims for relief in the first
amended complaint granting Mr. Johnston ten days leave to amend.
Judge Walker advised Mr. Johnston that he would not be granted any
further opportunities to amend.  On August 16, 2002 Plaintiff filed a
second amended complaint against Freestar, Paul Egan, Ciaran Egan,
First American Stock Transfer and Phillip Young alleging breach of
contract, writ of mandate, injunctive relief and an unspecified amount
of damages.

     On August 27, 2002, Judge Walker denied Plaintiff's motion to
disqualify Corrigan & Morris LLP.  In addition on that date, the
Registrant filed a motion to dismiss all allegations in the second
amended complaint pursuant to Rules 9(b), 12(b) (1) and 12(b)(6) of
the FRCP for failure to state a claim upon which relief can be
granted.  On September 10, 2002, Plaintiff Johnston dismissed the
action in its entirety against the Registrant, Paul Egan, Ciaran Egan,
First American Stock Transfer, and Phillip Young.

     On October 3, 2002, the Registrant filed an action against Mr.
Johnston in the Superior Court of the State of California, County of
Orange, Freestar Technologies v. Dennis Johnston, Case No. BC 281514.
This action seeks unspecified damages resulting from alleged legal
malpractice, breach of fiduciary duty, deceit, and declaratory relief.
Mr. Johnston has not yet filed an answer.  On November 1, 2002, Mr.
Johnston filed a demurrer to this complaint and a motion to strike
certain allegations.  The Registrant intends to oppose this demurrer
and motion to strike, but has not yet filed its opposition.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     The Registrant sold the following securities without registration
(restricted) during the three months ended September 30, 2002:

     (a)  On July 11, 2002, the Registrant sold 750,000 shares of
common stock to one investor for $100,000 ($0.133 per share).  On this
date the closing trading price of the stock was $0.12.

     (b)  On September 3, 2002, the Registrant issued 400,000 shares
of common stock to a consultant for current and future services to the
Registrant for a period of three months under an agreement dated
August 23, 2002.  These services have been valued at $19,200 ($0.048
per share).

     (c)  On September 26, 2002, the Registrant sold 2,000,000 shares
of common stock to one investor for $100,000 ($0.05 per share).  On
this date the closing trading price of the stock was $0.07.

These sales were undertaken under Rule 506 of Regulation D under
the Securities Act of 1933, as amended ("Act"), by the fact that:

     - the sales were made to sophisticated or accredited investors as
       defined in Rule 502;

     - the Registrant gave each purchaser the opportunity to ask
       questions and receive answers concerning the terms and conditions
       of the offering and to obtain any additional information which
       the Registrant possessed or could acquire without unreasonable
       effort or expense that is necessary to verify the accuracy of
       information furnished;

     - at a reasonable time prior to the sale of securities, the
       Registrant advised each purchaser of the limitations on resale in
       the manner contained in Rule 502(d)2 of this section;

     - neither the Registrant nor any person acting on its behalf sold
       the securities by any form of general solicitation or general
       advertising; and

     - the Registrant exercised reasonable care to assure that each
       purchaser of the securities is not an underwriter within the
       meaning of Section 2(11) of the Act in compliance with Rule
       502(d).

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Included in current liabilities in the balance sheet in this Form
10-QSB is a $750,000 note payable that was a liability of the
Registrant as of August 10, 2001, the date of the reverse-merger.
This note originated when the Registrant was known as Freedom Surf,
Inc. and is currently in default; however, it is being disputed by the
Registrant.  It will be reflected as a liability until determined otherwise.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None

ITEM 5.  OTHER INFORMATION.

     None.

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 report on Form 8-K during the
first quarter of the fiscal year covered by this Form 10-QSB:

     A Form 8-K was filed on September 25, 2002 to report that on
September 10, 2002 the Registrant entered into an agreement with
Heroya Investments Limited for the acquisition of privately held
Rahaxi Processing Oy, a Northern European online credit card
processing enterprise headquartered in Helsinki, Finland.  The terms
of the acquisition, valued at $4.3 million, provide for the Registrant
to make incremental cash payments to the seller over the course of 13
months, and to collateralize the full value of the acquisition in the
form of an equivalent amount of common stock of the Registrant.  In
addition, the seller shall be entitled to receive 10% of the net
profits generated by Rahaxi for the first four quarters immediately
following the closing date.

                                 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 Technologies



Dated: November 27, 2002                       By: /s/ Paul Egan
                                               Paul Egan, President


Dated: November 27, 2002                       By: /s/ Ciaran Egan
                                               Ciaran Egan, Chief Financial
                                               Officer

                                   CERTIFICATIONS

I, Paul Egan, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Freestar
Technologies;

2.  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the
periods presented in this quarterly report;

4.  The Registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and have:

(a)  designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

(b)  evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

(c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of Registrant's board of directors (or persons
performing the equivalent functions):

(a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls;

6.  The Registrant's other certifying officers and I have indicated
in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



Dated: November 27, 2002                       /s/ Paul Egan
                                               Paul Egan, President


I, Ciaran Egan, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Freestar
Technologies;

2.  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the
periods presented in this quarterly report;

4.  The Registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and have:

(a)  designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

(b)  evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

(c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of Registrant's board of directors (or persons
performing the equivalent functions):

(a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls;

6.  The Registrant's other certifying officers and I have indicated
in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Dated: November 27, 2002                        /s/ Ciaran Egan
                                                Ciaran Egan, Chief Financial
                                                Officer


                                  EXHIBIT INDEX

Number                            Exhibit Description

1      Agency Agreement between the Registrant and vFinance
       Investments, Inc., dated March 24, 2002 (including the
       following exhibits: Exhibit B: Form of Warrant) (the
       following exhibits have been omitted: Exhibit A: Term Sheet)
       (incorporated by reference to Exhibit 1 of the Form 10-KSB
       filed on November 13, 2002).

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).

2.5    Acquisition Agreement between the Registrant and Heroya
       Investments Limited, dated September 10, 2002 (the following
       schedules have been omitted: Schedule 1, books and records
       of Rahaxi; Schedule 2, draft employment agreements with Hans
       Turitz and Tony Horrell; and Schedule 3, list of clients
       introduced to Rahaxi by HEROYA) (incorporated by reference
       to Exhibit 2 of the Form 8-K filed on September 25, 2002).

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).

4.6    Form of Financing Agreement between Freestar, and Papell
       Holdings, Ltd. and Boat Basin Investors LLC, dated March 25,
       2002 (including the following exhibits: Exhibit A: Form of
       Convertible Note; Exhibit B: Form of Warrant; Exhibit C:
       Registration Rights Agreement; Exhibit D: Stock Pledge
       Agreement;  Exhibit E: Form of Opinion of Counsel; and
       Exhibit F: Unconditional Guarantee (the following exhibits
       have been omitted: Schedule 4(c): Compliance with Laws;
       Schedule 4(d): Litigation; Schedule 4(h): Capitalization;
       and Schedule 7(j): Consolidations) (incorporated by
       reference to Exhibit 4.6 of the Form 10-KSB filed on
       November 13, 2002).

4.7    Loan Agreement between Freestar, and David Stefansky, Marc
       Siegal and Richard Rosenblum, dated June 12, 2002 (including
       the following exhibits: Exhibit A: Form of Promissory Note;
       and Exhibit C: Unconditional Guarantee) (the following
       exhibits have been omitted: Exhibit B: Term Sheet; and
       Exhibit D: Corporate Resolution) (incorporated by reference
       to Exhibit 4.7 of the Form 10-KSB filed on November 13, 2002).

4.8    Form of Financing Agreement between Freestar, and Papell
       Holdings, Ltd., Boat Basin Investors LLC, vFinance, Inc.,
       David Stefansky, Marc Siegal and Richard Rosenblum dated
       June 27, 2002 (except for Papell Holdings, which is dated
       September 9, 2002) (including the following exhibits:
       Exhibit A: Form of Convertible Note; Exhibit B: Registration
       Rights Agreement; Exhibit C: Unconditional Guarantee;
       Exhibit D: Form of Stock Pledge Agreement; and Exhibit E:
       Form of Opinion of Counsel) (the following exhibits have
       been omitted: Schedule 4(c): Compliance with Laws; Schedule
       4(d): Litigation; Schedule 4(h): Capitalization; and
       Schedule 7(j): Consolidations) (incorporated by reference to
       Exhibit 4.8 of the Form 10-KSB filed on November 13, 2002).

4.9    Supplementary Agreement between the Registrant and vFinance
       Investments, Inc., Boat Basin Investors LLC. Marc Siegel,
       David Stefansky, and Richard Rosenblum, dated June 27, 2002
       (incorporated by reference to Exhibit 4.9 of the Form 10-KSB
       filed on November 13, 2002).

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).

10.8   Memorandum of Understanding between the Registrant and Game
       Base Nevada, Inc., dated July 17, 2002 (incorporated by
       reference to Exhibit 10.8 of the Form 10-KSB filed on
       November 13, 2002).

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

16.2   Letter on change in certifying accountant, dated October 17,
       2002 (incorporated by reference to Exhibit 16 of the Form 8-
       K/A filed on October 22, 2002).

99     Certification Pursuant to Section 906 of the Sarbanes-Oxley
       Act Of 2002 (18 U.S.C. Section 1350) (see below).

                                  EX-99

        CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-
                          OXLEY ACT OF 2002

                          CERTIFICATION PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                         (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Freestar Technologies
("Company") on Form 10-QSB for the period ended September 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof
("Report"), each of the undersigned, in the capacities and on the
dates indicated below, hereby certify pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to his
knowledge:

1.  The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.


Dated: November 27, 2002                     /s/ Paul Egan
                                             Paul Egan, President


Dated: November 27, 2002                     /s/ Ciaran Egan
                                             Ciaran Egan, Chief Financial
                                             Officer