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 MARCH 31, 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     X       No            .

     As of March 31, 2002, the Registrant had 45,463,557 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 MARCH 31, 2002                          3

              STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED
              MARCH 31, 2002 AND FOR THE PERIOD
              FROM INCEPTION TO MARCH 31, 2002                            4

              STATEMENTS OF CASH FLOWS
              FOR THE PERIOD FROM INCEPTION
              TO MARCH 31, 2002                                           5

              NOTES TO FINANCIAL STATEMENTS                               6

     ITEM 2.  PLAN OF OPERATION                                          10

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                          20

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                  21

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                            22

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        22

     ITEM 5.  OTHER INFORMATION                                          22

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                           22

SIGNATURE                                                                23

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                               FREESTAR TECHNOLOGIES
                                  BALANCE SHEET
                                  MARCH 31, 2002
                                    (Unaudited)
                                       ASSETS

Current Assets
     Cash and cash equivalents                                  $       287
     Accounts receivable, net of allowance for
          doubtful accounts of $0                                   109,399
     Prepaid expenses - Professional service                        403,367
     Deposits                                                       900,000
          Total current assets                                    1,413,053

Property and Equipment, at cost                                     144,435
     Less accumulated depreciation                                   (7,886)
          Total property and equipment                              136,549

Software, net                                                       865,137
Other assets                                                         78,830
          Total assets                                          $ 2,493,569

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Bank overdraft                                                   4,578
     Line of credit                                                  17,448
     Accounts payable and accrued expenses                           71,108
     Note payable                                                   750,000
     Loan payable to stockholder                                     61,462
          Total current liabilities                                 904,596

Stockholders' equity
     Convertible Preferred stock, Series A, $0.001 par value,
          5,000,000 shares authorized; 1,000,000 share issued
          and outstanding                                             1,000
     Additional paid-in capital-Preferred stock                     606,639
     Common stock, $0.001 par value, 80,000,000 shares authorized;
          45,463,557 issued and outstanding                          44,474
     Additional paid-in capital-Common stock                      3,704,666
     Less: Treasury stock                                          (168,000)
     Accumulated other comprehensive loss, foreign currency
      translation adjustment                                        (82,322)
     Accumulated deficit                                         (2,517,484)
          Total stockholders' equity                              1,588,973
          Total liabilities and stockholders' equity             $2,493,569

                See Accompanying Notes to Financial Statements

                           FREESTAR TECHNOLOGIES
                          STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                            From Inception
                                          Three Months      (May 25, 2001)
                                             Ended                 To
                                           March 31             March 31
                                             2002                 2002

Net sales                                  $         -      $     236,495

Cost of goods sold                                   -            114,073

   Gross profit                                      -            122,422

Operating expenses:
 Selling, general and administrative
  expenses                                     318,499          2,672,852

   Operating loss                             (318,499)        (2,550,430)

Miscellaneous, net                             (25,625)           (32,946)

Loss before income taxes                      (292,874)        (2,517,484)

Provision for income taxes                           -                  -

  Net loss                                   $(292,874)       $(2,517,484)

Other comprehensive loss, foreign currency
 Translation adjustment                         (4,474)           (82,322)

  Comprehensive loss                          (297,348)        (2,599,806)

Loss per common share, basic and diluted         (0.01)             (0.08)

Weighted average shares outstanding, basic
 and diluted                                43,584,998         30,557,873

                 See Accompanying Notes to Financial Statements

                            FREESTAR TECHNOLOGIES
                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                            From Inception
                                                            (May 25, 2001)
                                                                   to
                                                               March 31,
                                                                  2002

Cash Flows From Operating Activities
 Net loss                                                    $(2,517,484)
 Adjustments to reconcile net loss to net cash
  (used in) operating activities:
   Depreciation                                                    9,122
   Stock and warrants issued to officers and consultants       2,217,919
   Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                  (138,835)
    (Increase) decrease in inventories                                 -
    (Increase) decrease in other assets                          (46,682)
    Increase (decrease) in accounts payable
     and accrued expenses                                         47,221
             Net cash (used in) operating activities         $  (428,739)

Cash Flows From Investing Activities
 Purchase of property and equipment                             (148,529)
Net cash used in investing activities                           (148,529)

Cash Flows From Financing Activities
 Bank overdraft and borrowings on line of credit                  22,026
  Contributions from stockholder                                 481,377
  Loans from stockholder                                          61,462
     Net cash provided by financing activities                   564,865

Effect of Exchange Rate Changes on Cash                           12,690

Increase (decrease) in cash and cash equivalents                     287

Cash and Cash Equivalents
     Beginning                                                         -
     Ending                                                          287

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

Supplemental Schedule of Non-Cash Investing and
Financing Activities
 Loan payable to stockholder for a deposit
  transferred to the Company                                     900,000

                See Accompanying Notes to Financial Statements

                            FREESTAR TECHNOLOGIES
                         NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

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

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

NOTE 2 - ACQUISITION OF EPAYLATINA, S.A.

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

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

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

NOTE 3 - LOSS PER SHARE

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

NOTE 4 - CERTAIN FINANCIAL STATEMENT INFORMATION

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

b.  Note payable of $750,000 is related to a down payment paid to the
    Company before the acquisition of ePayLatina, S.A related to sale
    of certain assets.  The Company's new management cannot obtain
    details of this transaction and was unable to prove that the note
    payable is no longer valid.

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

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

NOTE 6 - GOING CONCERN

The accompanying 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 March 31, 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 for a significant portion of its expenses or has obtained
cash contributions from its major stockholder/chief executive officer,
it is not known whether the Company will be able to continue this
practice, or be able to obtain continuing cash advances and
contributions or if its revenue will increase significantly to be able
to meet its cash operating expenses.

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

NOTE 7 - NON-CASH COMPENSATION AND OTHER EQUITY TRANSACTIONS

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

In August 2001, the Company issued 3,800,000 shares of its common
stock to two individuals for consulting services related to the assets
purchase of ePayLatina, S.A. on August 10, 2001.  The Company
recognized an expense of $456,000 which is included in the selling,
general and administrative expenses of the accompanying financial
statements.  In November 2001, the Company revoked 1.4 million shares
of common stock from one individual due to his inability of completing
the services.  Related expense of $168,000 was reversed in the quarter
ended December 31, 2001.

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

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

In the quarter ended December 31, 2001, the Company issued 2,115,000
shares of common stock to various consultants and legal counsels for
current and future services.  The Company recognized an expense of
$249,400 in the current quarter.  The remaining $221,600 was included
as prepaid expense and will be expensed as services are rendered in
future quarters.

In November 2001, the Company issued 6,668,000 shares of restricted
common stock due to certain shareholders of Freestar pursuant to the
asset purchase agreement between the Company and ePayLatina, S.A.
Effective on April 23, 2002, the Registrant has cancelled 6,667,000
shares of common stock.  The Company has recently determined that
these shares were improperly issued and, as a result, must be
cancelled.

In the quarter ended March 31, 2002, the Company issued 1,630,000
shares of S-8 registered common stock and 1,000,000 shares of
restricted common stock to a consultant for current and future
services, and 5 shares of restricted common stock to five shareholders
of ePayLatina, S.A. to comply with local Dominican Republic laws.  The
Company recognized an expense of $120,633 in the current quarter.  The
remaining amount was included as prepaid expense and will be expensed
as services are rendered in future quarters.

ITEM 2.  PLAN OF OPERATION.

Twelve Month Plan of Operation.

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

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

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

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

     During the first quarter of 2002, the Registrant did not receive
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 March 31, 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 is expecting to receive the
first shipments of the newly enhanced product by the end of June 2002.
The Registrant will then 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 registrants 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 expects
to integrate more than one thousand merchants by the middle or latter
part of 2002.

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

     The Registrant has entered into a strategic alliance with Fortech
which 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  Registrant thus
accelerating revenue growth.

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

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

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

     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 strategic relationship is intended to
provide the Registrant with an immediate financing package that is a
combination of a $270,000 convertible debenture and a $4 million
equity line of credit.  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.

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

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

     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.

Risk Factors Connected with Plan of Operation.

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

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

     The Registrant incurred a net loss of $2,197,395 for the six
months ended December 31, 2001 and $292,874 for the three months ended
March 31, 2002.  At March 31, 2002, the Registrant had an accumulated
deficit of $2,517,484.  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  is in the process of negotiating a financing package
with vFinance, Inc., a New York-based investment banking firm, that is
a combination of a $270,000 convertible debenture and a $4 million
equity line of credit.    However, this arrangement is not finalized,
and there is no guarantee that this funding source, or any others,
will be available in the future, or that they will be available on
favorable terms.  In addition, this funding amount may 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Forward Looking Statements.

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

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.

     (a)  By letter dated November 1, 2000, the staff of the
Securities and Exchange Commission has informed the Registrant that it
has completed its investigation, and intends to recommend to the
Commission that a civil action in federal court be taken against the
Registrant alleging violations of Section 17(a) of the Securities Act
of 1933, Sections 10(b), 12(g) 13(a), 13(b)(2)(A) and 13(b)((2)(b) of
the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1,
13a-11 and 13a-13 thereunder.  The staff believes that, among other
things, the Registrant made false or misleading statements in filings
with the Commission during calendar year 2000 that the Registrant had
purchased assets in Costa Rica worth $5.18 million and that later sold
those assets.  The staff also plans to recommend that the Commission
seek injunctive relief, but not a civil penalty or other collateral
remedies.  The Registrant and the staff are in discussions regarding
the foregoing.  The Registrant anticipates that it will resolve the
foregoing proposed action by entering into a consent to an order,
without admitting or denying the  allegations, that it be permanently
enjoined from violating any of the foregoing sections of the
Securities Act, and the Exchange Act and rules thereunder.

     It should be noted that the foregoing allegations pertain to
conduct by former officers and directors of the Registrant.  Current
management of the Registrant has retained counsel to vigorously pursue
state and federal legal action against those individuals and others
that it believes have caused damage to the Registrant.

     (b)  On January 24, 2002, Paul Egan, president of the Registrant,
was named in a complaint filed in the Orange County California
Superior Court, Centralized Escrow Services, Inc., as trustee for
certain shareholders of Freestar Technologies, Inc., and Meridian
Capital Credit, Inc. v. Paul Egan, an individual and in his capacity
as president of Freestar Technologies, Inc., et al., Case No.
02CCO2017.  This complaint alleges causes of action for fraud and
deceit, breach of fiduciary duty, breach of written contract, breach
of oral contract, specific performance, and injunctive relief in
connection with a Rule 504 offering of common stock conducted by the
former management of the Registrant.  Mr. Egan disputes the claim and
believes such claims to be spurious.  Mr. Egan intends to defend
himself vigorously and through counsel he has filed a demurrer and a
motion to strike, both of which were sustained with leave to amend on
May 8, 2002.  This case is still in the early stages of litigation and
there can be no assurance as to the outcome of the lawsuit.

     Effective on April 23, 2002, the Registrant has cancelled
certificates representing 6,667,000 restricted shares of common stock
issued in connection with this Rule 504 offering (these certificates
were in the possession of the company).  These shares were originally
issued on June 11, 2001 to Meridian Capital Credit.  The Registrant
has recently determined that these shares were improperly issued and,
as a result, must be cancelled.  The certificates representing the
issued shares were broken-up into a number of separate certificates.

(c)  On March 4, 2002, the Registrant and certain of its agents,
Paul Egan, Ciaran Egan, and others have been named as a defendants in
a suit brought by the Registrant's former interim chief executive
officer and attorney, Dennis Johnston.  That suit 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.  It alleges fraud and deceit in the sale of
securities in violation of Section 10(b) of the Securities Exchange
Act of 1934, fraud and deceit in the issuance of securities, negligent
misrepresentation, and breach of contract.  The suit seeks damages in
an unspecified amount and involves the alleged failure of the
Registrant to transfer 2 million shares of its common stock to Mr.
Johnston for legal services.

    The defendants dispute the claims of Mr. Johnston and intend to
defend themselves vigorously.  In this regard, the defendants have
filed a motion to dismiss pursuant to Rules 9(b) and 12(b)(6) of the
Federal Rules of Civil Procedure for failure to state a claim upon
which relief can be granted.  The motion to dismiss is scheduled to be
heard on May 20, 2002.  This case is still in the early stages of
litigation and there can be no assurance as to the outcome of the lawsuit.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     The Registrant sold the following securities without registration
(restricted) during the three months ended March 31, 2002:

     (a)  On March 7, 2002,  the Registrant issued 5 shares of common
stock to five shareholders of ePayLatina, S.A. to comply with local
Dominican Republic laws.  These shares were valued at $0.07 per share.
On this date the closing trading price of the stock was $0.10.

     (b)  On March 14, 2002, the Registrant issued 1,000,000 shares of
common stock to a consultant for current and future services to the
Registrant for a one year period, valued at $98,000 ($0.098 per
share).  On this date the closing trading price of the stock was $0.20.

     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 the purchasers 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 the purchasers 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 the
       purchasers of the securities are not underwriters 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
third quarter of the fiscal year covered by this Form 10-QSB:

     An amended Form 8-K was filed on February 6, 2002 to clarify that
the Registrant is adopting the fiscal year (June 30) of ePayLatina, S.A.

                                  SIGNATURE

     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: May 14, 2002                       By: /s/ Paul Egan
                                          Paul Egan, President

                               EXHIBIT INDEX

Number                             Exhibit Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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