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

                                  FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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 TECHNOLOGY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

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


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

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

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

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

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

     As of December 31, 2002, the Registrant had 117,501,557 shares of
common stock issued and outstanding.

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

     The Registrant, by this Form 10-QSB/A, amends portions of Part I,
Item 1 (Financial Statements) to reflect the restatement of certain
previously reported information.  Also, Part II, Item 6 (Exhibits and
Reports on Form 8-K) has been amended to include certifications under
Exhibits 31 and 32.  The remaining information in this amended Form
10-QSB has not been changed or updated to reflect any changes in
information that may have occurred subsequent to the date of the
reporting period that this Form 10-QSB relates.  Additional
information relating to the restatement is contained in Note 6 of the
Notes to Condensed Financial Statements.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                         FREESTAR TECHNOLOGY CORPORATION
                            CONDENSED BALANCE SHEET
                              DECEMBER 31, 2002
                                (Unaudited)

                                  ASSETS

Current assets:
  Cash and cash equivalents                                   $        79,133
   Accounts receivable, net of allowance for
   doubtful account of $62,462, including $62,462 due
   from related party                                                   2,470

Credit and deposits for future purchases of inventories               245,000

     Total current assets                                             326,603

Property, plant and equipment, net of accumulated
   depreciation and amortization                                       10,059

Software, net of accumulated amortization                             227,611
Credit for future purchases of merchandise                            675,000
Investment                                                            208,000
Other assets                                                            4,836

                                                              $     1,452,109

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                               129,385
Accrued salaries - related parties                                          -
  Bank overdraft                                                          736
  Line of credit                                                        8,684
Convertible notes payable                                                   -
  Due to related party for converted pledged collateral               679,869
  Due to related party for advances                                   411,133

         Total current liabilities                                  1,229,807

Stockholders' Equity:
  Convertible preferred stock, series A, $0.001 par value,
      1,000,000 shares  authorized,
      1,000,000 shares issued and outstanding                           1,000
  Convertible preferred stock, series B, $0.001 par value,
      4,000,000 shares  authorized,
      2,500,000 shares issued and outstanding                          2,500
  Additional paid-in capital - preferred stock                     2,229,558
  Common stock, $0.001 par value, 500,000,000 shares authorized,
      117,501,557 shares issued and outstanding                      116,512
  Additional paid-in capital - common stock                        9,406,739
  Subscription receivable                                           (273,000)
  Deferred compensation                                           (1,435,757)
  Accumulated deficit                                             (9,899,401)
  Accumulated other comprehensive loss                                74,151

      Total stockholders' equity                                     222,302

                                                              $    1,452,109

The accompanying notes are an integral part of these financial statements


                         FREESTAR TECHNOLOGY CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                 (Unaudited)



<TABLE>
<CAPTION>
                                                               Three Months                Period from May
                                               Three Months       Ended         Six Months     25, 2001
                                                  Ended        December 31        Ended    (Inception) to
                                               December 31       2001          December 31   December 31
                                                  2002         (Restated)         2002           2001
                                                                                             (Restated)
<S>                                            <C>             <C>             <C>           <C>
Revenue                                        $           -   $      78,258   $     8,700   $     86,005

Cost of revenue                                            -          53,205           802         59,046

Gross profit                                               -          25,053         7,898         26,959

Operating expenses:
Selling, general and administrative expenses       4,664,773         501,808     5,294,271      2,676,545
Research and development                              44,000               -        44,000              -

Loss from operations                              (4,708,773)       (476,755)   (5,330,373)    (2,649,586)

Other income/(expenses)                               (7,966)          8,832        42,656          7,321
Interest expense                                    (254,254)         (3,197)     (377,862)        (6,252)

Net loss before income taxes                      (4,970,993)       (471,120)   (5,665,579)    (2,648,517)

Provision for income taxes                                 -               -             -              -

Net Loss                                          (4,970,993)       (471,120)   (5,665,579)    (2,648,517)

Foreign currency translation adjustment              164,919          77,848       126,727         77,848

Comprehensive loss                                (4,806,074)       (393,272)   (5,538,852)    (2,570,669)

Loss per share, basic and diluted                      (0.07)           0.01         (0.09)         (0.10)

Weighted average shares outstanding,
   basic and diluted                              76,011,340      36,316,432    61,059,628     27,795,121
</TABLE>




The accompanying notes are an integral part of these financial statements


                          FREESTAR TECHNOLOGY CORPORATION
                        CONDENSED STATEMENTS OF CASH FLOWS
                                     (Unaudited)




<TABLE>
<CAPTION)
                                                                                 Period from May 25,
                                                              Six Months         2001 (Inception) to
                                                                Ended            December 31, 2002
                                                          December 31, 2001         (Restated)
<S>                                                          <C>                      <C>

Cash flows used for operating activities:
Net loss                                                   $(5,665,579)           $(2,648 517)
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
Depreciation and amortization                                  120,905                 62,826

Bad debt                                                                               64,925
Non-cash compensation                                        4,618,505              2,414,734
Amortization of financing cost on convertible
notes payable                                                  224,738                      -
Amortization of discount for beneficial conversion
features on convertible notes payable                          106,752                      -
Changes in assets and liabilities:
 (Increase) decrease in assets
Accounts receivable                                                  -                (86,160)
Merchandise credits - current                                   44,000                      -
Other assets                                                     1,811                      -
Increase (decrease) in liabilities
Accounts payable and accrued expenses                           24,139                 17,627
Due to shareholders                                              4,853                      -
Accrued salaries - related parties                              52,400                112,500
Total adjustments                                            5,198,103              2,586,452
Net cash used for operating activities                        (467,476)               (62,065)

Cash flows used for investing activities:
Purchase of fixed assets                                        (7,278)               (18,997)
Investment in Rahaxi                                          (208,000)                     -
Net cash used for investing activities                        (215,278)               (18,997)

Cash flows provided by (used for) financing activities:
Principal proceeds from line of credit agreement                (2,470)                91,786
Repayment on overdraft                                          (8,842)                 3,028
Proceeds from issuance of notes payable                        350,000                      -
Sale of common stock                                           212,000                      -
Sale of warrants                                                90,000
Decrease in advances from related party                         (7,700)                97,837

Net cash provided by (used for) financing activities           632,988                192,651

Net increase (decrease) in cash and cash equivalents           (49,766)                111,589

Foreign currency translation adjustments                       126,458                (111,292)

Cash and cash equivalents, beginning of period                   2,441                       -

Cash and cash equivalents, end of period                        79,133                     297

Supplemental disclosure of cash flow information:
Interest paid                                                   30,685                       -

Income tax paid                                                      -                       -
Shares and warrants issued for service                       4,618,505                       -
 Prepaid financing cost as increase of
       convertible notes payable                               135,720                       -

  Discount for beneficial conversion features on
       convertible notes payable                               106,752                      -
  Loan payable to a stockholder related to
       a deposit transferred to the Company                          -                900,000

  Issuance of 4 million shares of common stock to
       replace shares a shareholder contributed for
       a debt conversion                                       270,000                      -

Issuance of 7 million shares of common stock for
   unpaid accrued salaries to officers and salaries
   for future period                                           343,000                      -
  Debt to related party incurred in relation to convertible
       notes payable and related accrued expenses paid off by
       shares owned by president of the Company                679,867                      -
</TABLE>




The accompanying notes are an integral part of these financial statements


                           FREESTAR TECHNOLOGY CORPORATON
                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE  1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis of Presentation.

The accompanying unaudited condensed financial statements of FreeStar
Technology Corporation ("Company") 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 the Company as of December 31, 2002, and the results of
operations for the three-month and six-month periods ended December
31, 2002 and the three-months ended December 31, 2001 and the period
from May 25, 2002 (Inception) to December 31, 2001, and cash flows for
the six-month period ended December 31 2002 and the period from May
25, 2002 (Inception) to December 31, 2001.  The results of operations
for the three-month and six-month periods ended December 31, 2002 are
not necessarily indicative of the results that may be expected for the
entire fiscal year.

Nature of Business Operations.

The Company, formerly known as Freestar Technologies and Freedom Surf,
Inc., was formed on November 17, 1999 as a Nevada corporation, with
its principal offices in Santo Domingo, Dominican Republic.  The
Company 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 would charge a
fee for these transactions ranging from 0.3% to 1.3%.

ePayPad is one of several card swipe devices that the Company intends
to utilize 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 Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations", and 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.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", which removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9 and requires that those transactions be accounted for
in accordance with  Statements No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets.  In addition, this
Statement amends SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship intangible assets of financial institutions such
as depositor- and borrower-relationship intangible assets and credit
cardholder intangible assets.  The requirements relating to
acquisitions of financial institutions are effective for acquisitions
for which the date of acquisition is on or after October 1, 2002.  The
provisions related to accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets are
effective on October 1, 2002.  The adoption of this Statement did not
have a material impact to the Company's financial position or results
of operations as the Company has not engaged in either of these
activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", which amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method
used on reported results.  The transition guidance and annual
disclosure provisions of Statement 148 are effective for fiscal years
ending after December 15, 2002, with earlier application permitted in
certain circumstances. The interim disclosure provisions are effective
for financial reports containing financial statements for interim
periods beginning after December 15, 2002.  The adoption of this
statement did not have a material impact on the Company's financial
position or results of operations as the Company has not elected to
change to the fair value based method of accounting for stock-based
employee compensation.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities".  Interpretation 46 changes the
criteria by which one company includes another entity in its
consolidated financial statements.  Previously, the criteria were
based on control through voting interest.  Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a
variable interest entity is called the primary beneficiary of that
entity.  The consolidation requirements of Interpretation 46 apply
immediately to variable interest entities created after January 31,
2003.  The consolidation requirements apply to older entities in the
first fiscal year or interim period beginning after June 15, 2003.
Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the
variable interest entity was established.  The Company does not expect
the adoption to have a material impact to the Company's financial
position or results of operations.

NOTE 2 - 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 a $50,000 deposit to the Company before
finalization of the agreement.  The two parties never finalized the
alliance agreement.  The Company is entitled to retain the deposit from
Game Base, which is classified as other income in the 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 agreed to purchase 100% of common stock of
Rahaxi Processing Oy, 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 through December
2003.

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

For the quarter ended December 31, 2002, the Company made total
payments of $158,000 of the required payments.

On December 16, 2002, the acquisition agreement was amended and was
agreed by both parties.  Under the amended terms, the Company issued
22,000,000 shares of its common stock in exchange for 53.3% of
Rahaxi's common stock outstanding (equivalent of 16 shares of a total
of 30 shares) no later than January 1, 2003.  Beginning February 16,
2003, the Company will remit monthly cash payments totaling $2,150,000
through December 16, 2003.  Ownership in Rahaxi will increase as cash
payments are made.  The purchase price will be based on the market
price of the Company's common stock on the date of the issuance plus
total payments made per the payment schedule.  The accompanying
financial statements did not include the operations of Rahaxi due to
the fact that the 22,000,000 shares were issued subsequent to December
31, 2002.  As of December 31, 2002, the Company had less than 5% of
ownership in Rahaxi.

On February 16, 2003, the acquisition agreement was amended again and
was agreed by both parties.  Under the terms of the second amendment,
the Company will issue 23,200,000 shares of its common stock (in
additional to the 22,000,000 shares issued in January 2003) in
exchange for additional 33.3% upon issuance of these shares.  The
remaining purchase price totaling $552,100 (instead of $2,150,000)
will be paid in cash beginning March 2003 through December 2003.

NOTE 3 - STOCKHOLDERS' EQUITY

Common Stock.

Issuance of Common Stock for Service.

During the quarter ended September 30, 2002, the Company issued
400,000 restricted shares and 2,735,000 S-8 shares of its common stock
to various consultants and legal counsel for current and future
services.

In July 2002, the Company cancelled 1,000,000 restricted shares issued
to a former executive.  The shares were originally issued to him for
services performed.  The Company claimed that he failed to perform the
required services and therefore cancelled the shares.  Expense of
$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.

During the quarter ended December 31, 2002, the Company issued
1,000,000 shares of restricted shares and 22,300,000 S-8 shares of its
common stock to various consultants and legal counsel for current and
future services.

Sale of Common Stock.

During the quarter ended September 30, 2002, 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 quarter ended March 31, 2003.

During the quarter ended December 31, 2002, the Company sold 3,000,000
shares of restricted common stock to outside investors with proceeds
of $130,000.  The Company received $62,000 during the quarter ended
December 31, 2002 and expects to receive the remaining $68,000 in the
quarter ended March 31, 2003.

Issuance of Common  Stock for Unpaid Salaries.

During the quarter ended December 31, 2002, the Company issued
7,000,000 shares of restricted common stock with a value of $343,000
to two officers/executives for unpaid past salaries and salaries for
future period.  As of December 31, 2002, $93,100 was included in
deferred compensation.

Issuance of Common Stock for Directors Fees.

During the quarter ended December 31, 2002, the Company issued
16,000,000 shares of restricted common stock to three directors with a
total valuation of $784,000.

Employee Options.

During the quarter ended December 31, 2002, the Company granted
options covering 15,500,000 shares of common stock to three employees
at an exercise price of $0.01 per share.  The Company adopted the
intrinsic-value method of accounting prescribed by Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees" ("APB 25").  The Company expensed $800,000 related to
granted options during the quarter ended December 31, 2002.  In
November 2002, these three employees exercised these options.  As of
December 31, 2002, unpaid exercise price of $155,000 was included in
stock subscription receivable.

Warrant to Consultant.

The Company granted a warrant covering 4,500,000 shares of commons
stock to a consultant with a sale price of $0.02 per warrants.  This
warrant vested immediately on the grant date, December 11, 2002 and
will expire on December 11, 2007, and has a strike price of $0.14 per
share.  The Company valued this warrant by using the Black-Scholes
model to value this warrant under the following assumptions: (i)  no
expected dividends (ii)  a risk-free interest rate of 3.99% (iii)
expected volatility of 160% and (iv) an expected life of 2" years.
The entire warrant was still outstanding as of December 31, 2002.  The
fair value of this warrant was $267,796.  The Company expensed
$177,796 (net of $90,000 sales price) during the quarter ended
December 31, 2002.

Other Issuance.

In November 2002, the Company issued 4,000,000 shares to an
officer/executive to replace such shares he pledged to the Company as
collateral to a convertible debt.  The fair value of the shares on the
date of the issuance was below the face value of the debt.  The shares
issued were valued according to the face value of the convertible
debt.

Preferred Stock.

Issuance of Preferred Stock for Directors Fees.

In November 2002, the Company issued 2,500,000 shares of preferred
stock, Series B to three directors as directors' fees.  The Series B
preferred stock is convertible into shares of common stock at a ratio
of 12 to 1, with restriction.  The holders of Series B preferred stock
will be entitled 12 votes for each preferred shares held.  The Company
valued these issuance based on the quoted market price on the date of
the issuance for its common stock.  For the quarter ended December 31,
2002, the Company expensed $1,800,000 as directors' fees for such
issuance.

Convertible Notes.

On June 27, 2002, the Company entered into a financing agreement with
the following lenders for a total of $400,000 in convertible notes:
Papell Holdings, Ltd., Boat Basin Investors LLC, vFinance, Inc., David
Stefansky, Marc Siegal and Richard Rosenblum.  These notes were
secured by 14,400,000 shares of common stock pledged by the Company's
president.  The Company received $60,000 of the proceeds in June 2002
and $150,000 in the quarter ended September 30, 2002.  The Company
expensed $2,262 during the year ended June 30, 2002.  The remaining
$190,000 represents financing cost.  The Company prorated the
financing 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 for the quarter ended September 30, 2002, and fully amortized the
remaining prepaid financing cost of $140,238 during the quarter ended
December 31, 2002.

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,
and fully amortized the remaining discount of $74,872 during the
quarter ended December 31, 2002.

In December 2002, the Company received an additional $237,000 less
$37,000 financing fees from these same lenders.

In June 2002, this lender group exercised their rights against the
4,000,000 shares pledged by the president of the Company in full
satisfaction of the $270,000 note payable.  The note originally was
set to mature in June 2003.  The parties dispute the effect and
effective date of such exercise.  Such dispute had not been resolved
as of December 31, 2002.

In December 2002, this lender group exercised their rights against the
14,400,000 shares pledged by the president of the Company in full
satisfaction of the outstanding notes payable of $637,000, interest
payable of $18,569, and accrued penalties of $24,300.  As of December
31, 2002, the Company considered the notes payable and related
expenses totaling $679,869 with this lender group being paid off and
has recorded a payable to the president for same amount in the
accompanying balance sheet.  The company intends to issue new stock to
replace such pledged shares.

For the quarter ended December 31, 2002, prepaid financing cost and
debt discounts related to this convertible debt was expensed during
the quarter ended December 31, 2002.

The Company may litigate with this lender group regarding excessive
financing cost, number of shares to be returned to the Company and
certain terms of the debt agreements.  Since the outcome cannot be
reasonably estimated, such matters were not reflected in the financial
statements for the period ended December 31, 2002.

NOTE 4 - 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 December 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 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.

NOTE 5 - LEGAL PROCEEDINGS

There are legal proceedings involving the Registrant.  Please see
"Legal Proceedings" under Item 1 of Part II hereafter for a complete
description of these proceedings.

NOTE 6 - RESTATEMENT OF FINANCIAL STATEMENTS

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



<TABLE>
<CAPTION>
                                                      Three Months Ended               Period from
                                                      December 31, 2001               May 25, 2001
                                                                                      (Inception) to
                                                                                    December 31, 2001
                                                                                        (Restated)
                                                     Previously                     Previously
                                                     Reported      Restated         Reported     Restated
<S>                                                  <C>           <C>              <C>          <C>
Net revenue   (a)                                    $    224,491  $     78,258     $   228,997  $  86,005
Cost of revenue (b)                                       108,232        53,205         108,232     59,046
Gross profit  (a) (b)                                     116,259        25,053         120,765     26,959
Selling, general and administrative expense  (c)          254,113       501,808       2,325,481  2,676,545
Loss from operations (a) (b) (c)                         (137,854)     (476,755)    (2,204,716) (2,649,586)
Interest expense (d)                                            -        (3,197)             -      (6,252)
Non-operating expense                                       8,832         8,832          7,321       7,321
Net loss (a) (b) (c) (d)                                 (129,022)     (471,120)    (2,197,395) (2,648,517)
Other comprehensive income (loss) (e)                           -        77,848              -      77,848
Net loss                                                 (129,022)     (393,272)    (2,197,395) (2,570,669)
Loss per share                                              (0.00)        (0.01)         (0.08)      (0.10)
Weighted average shares outstanding -
 basic and diluted                                     36,316,432    36,316,432     27,795,121  27,795,121
</TABLE>



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

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

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

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

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

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

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

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

Exhibits.

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

Reports on Form 8-K.

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

     (a)  An amended Form 8-K was filed on October 22, 2002 to include
as an exhibit the letter from the former accountant for the
Registrant, Ludlow & Harrison, indicating that firm's agreement with
the statements made by the Registrant in the Form 8-K filed on October
24, 2001 to report the change in accountant for the Registrant as of
October 18, 2001.

     (b)  An amended Form 8-K filed on December 3, 2002 to report that
the Registrant was not in compliance with certain terms of the
Acquisition Agreement between the Registrant and Heroya Investments
Limited for the acquisition of Rahaxi Processing Oy, dated September
10, 2002.

     (c)  An amended Form 8-K was filed on December 24, 2002 to report
that the Acquisition Agreement between the Registrant and Heroya
Investments Limited for the acquisition of Rahaxi Processing Oy, dated
September 10, 2002, was amended by a document signed by the parties,
dated December 16, 2002.

                                  SIGNATURES

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

                                       FreeStar Technology Corporation


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


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

                                 EXHIBIT INDEX

Number                           Description

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).

2.6   Amendment 1 to Acquisition Agreement between the Registrant
      and Heroya Investments Limited, dated December 16, 2002
      (incorporated by reference to Exhibit 2.2 of the Form 8-K/A
      filed on December 24, 2002).

2.7   Amendment 2 to Acquisition Agreement between the Registrant
      and Heroya Investments Limited, dated February 25, 2003
      (incorporated by reference to Exhibit 2.3 of the Form 8-K/A
      filed on February 26, 2003).

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   Certificate of Amendment to Articles of Incorporation, dated
      December 15, 2002 (incorporated by reference to Exhibit 3.4
      of the Form 10-QSB filed on March 12, 2003).

3.5   Certificate of Amendment to Articles of Incorporation, dated
      February 24, 2003 (incorporated by reference to Exhibit 3.5
      of the Form 10-QSB filed on March 12, 2003).

3.6   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 the Registrant, 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 9, 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 9, 2001).

4.6   Form of Financing Agreement between the Registrant, 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 the Registrant, 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 the Registrant, 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).

4.10  Amended and Restated Non-Employee Directors and Consultants
      Retainer Stock Plan, dated November 15, 2002 (incorporated
      by reference to Exhibit 4.1 of the Form S-8 POS filed on
      December 11, 2002).

4.11  Amended and Restated Stock Incentive Plan, dated November
      15, 2002 (incorporated by reference to Exhibit 4.2 of the
      Form S-8 POS filed on December  11, 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).

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

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

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