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 MARCH 31, 2003

                                         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             No     X      .

     As of March 31, 2003, the Registrant had 152,500,306 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 Consolidated Financial Statements.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                        FREESTAR TECHNOLOGY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              MARCH 31, 2003
                               (Unaudited)

                                 ASSETS

Current assets:
Cash and cash equivalents                                         $   268,615
Accounts receivable, net of allowance for
doubtful account of $49,380, including $49,380
due from related party                                                 54,979
Credit and deposits for future purchases of inventories               245,000
Prepaid salaries to officers                                          179,600
Other current assets                                                  109,803

Total current assets                                                  857,997

Property, plant and equipment, net of accumulated
  depreciation and amortization                                        60,533

Software, net of accumulated amortization                             178,097
Credit for future purchases of inventories                            675,000
Goodwill                                                            4,263,725
Other assets                                                          115,386

                                                                  $ 6,150,738

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses                                 628,933
Bank overdraft                                                          1,396
Line of credit                                                          8,553
Payable to Heroya Investments Limited related to
purchase of Rahaxi Processing Oy                                      517,100
Due to related party for converted pledged collateral                 679,869
Due to related party for advances                                     430,864

Total current liabilities                                           2,266,715

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; 152,500,306 shares issued and outstanding                 151,510
Additional paid-in capital - common stock                          15,958,452
Subscription receivable                                              (255,000)
Deferred compensation                                              (1,345,264)
Accumulated deficit                                               (12,912,949)
Accumulated other comprehensive loss                                   54,216

Total stockholders' equity                                          3,884,023

                                                                  $ 6,150,738

The accompanying notes are an integral part of these financial statements


                         FREESTAR TECHNOLOGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                        Period from
                                                        May 25, 2001                        Three Months
                                     Nine Months        Inception to       Three Months        Ended
                                        Ended           March 31, 2002        Ended         March 31, 2002
                                   March 31, 2003        (Restated)        March 31, 2003   (Restated)
<S>                                <C>                  <C>                <C>              <C>
Revenue                            $     321,331        $       86,005     $     312,631    $           -

Cost of revenue                          211,451                59,046           210,649                -

Gross profit                             109,880                26,959           101,982                -

Operating expenses:
Selling, general and administrative    8,404,109             3,092,041         3,109,838          415,496
Research and development                  44,000                     -                 -                -

Loss from operations                  (8,338,229)           (3,065,082)       (3,007,856)        (415,496)

Other income/(expenses)                   39,048                32,946            (3,608)          25,625
Interest expense                        (379,946)              (18,586)           (2,084)         (12,334)

Net loss before income taxes          (8,679,127)           (3,050,722)       (3,013,548)        (402,205)

Provision for income taxes                     -                     -                 -                -

Net Loss                              (8,679,127)           (3,050,722)       (3,013,548)        (402,205)

Foreign currency
translation adjustment                   106,792                82,322           (19,935)           4,474

Comprehensive loss                    (8,572,335)           (2,968,400)       (3,033,483)        (397,731)

Loss per share, basic and diluted          (0.10)                (0.10)            (0.02)           (0.01)

Weighted average shares
   outstanding, basic and diluted     86,551,600            30,557,873       139,012,411       43,584,998
</TABLE>



The accompanying notes are an integral part of these financial statements


                            FREESTAR TECHNOLOGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                               Period from May 25,
                                                             Nine Months       2001 (Inception)
                                                               Ended           to March 31, 2002
                                                           March 31, 2003          (Restated)
<S>                                                        <C>                     <C>
Cash flows used for operating activities:
Net loss                                                   $ (8,679,127)          $  (3,050,722)
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
Depreciation and amortization                                   151,967                 101,449
Bad debt                                                              -                  64,925
Non-cash compensation                                         7,396,909               2,497,698
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                                             (14,834)                   (935)

Merchandise credits - current                                    44,000                       -

Prepaid salaries - officers                                    (179,600)                      -

Other current assets                                            (76,992)                      -

Other assets                                                      2,143                       -

Increase (decrease) in liabilities
Accounts payable and accrued expenses                           (30,419)                 15,800

Due to shareholders                                              11,720                       -

Accrued salaries - related parties                               52,400                 180,000

Total adjustments                                             7,688,784               2,858,937

Net cash used for operating activities                         (990,343)               (191,785)

Cash flows provided by (used for) investing activities:
Purchase of fixed assets                                         (7,278)                (18,997)
Investment in Rahaxi                                             74,457                       -

Net cash provided by investing activities                        67,179                 (18,997)

Cash flows provided by financing activities:
Principal proceeds from line of credit agreement                 (1,810)                 17,448
Repayment on overdraft                                           (8,207)                  4,578
Proceeds from issuance of notes payable                         350,000                       -
Sale of common stock                                            230,000                       -
Sale of warrants                                                 90,000                       -
Exercise of stock options                                       410,000                       -
Contributions from stockholder                                        -                       -
Advances (repayments) from related party                         16,559                 304,809

Net cash provided by financing activities                     1,086,542                 326,835

Net increase in cash and cash equivalents                       266,174                 116,053

Effect of exchange rate changes on cash                         102,796                (115,766)

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

Cash and cash equivalents, end of period                        268,615                     287

Supplemental disclosure of cash flow information:
  Interest paid                                                  31,386                       -

  Income tax paid                                                     -                       -

  Shares and warrants issued for services                     7,396,909                       -
  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                               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                     679,869                       -

Issuance of 22,000,000 shares to
acquire 53.3% interest of Rahaxi                              1,540,000                       -

Accrual of 23,200,000 shares granted
to acquire 33.3% interest of Rahaxi
recorded as additional paid in capital                        1,948,800                       -

Payable to Heroya related to
purchase of Rahaxi for 13.4% of Rahaxi                          552,100                       -
</TABLE>


The accompanying notes are an integral part of these financial statements


                              FREESTAR TECHNOLOGY CORPORATON
                  NOTES TO CONDENSED CONSOLIDATED 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
consolidated 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
consolidated 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 March 31, 2003, and the
results of operations for the three-month and nine-month periods ended
March 31, 2003 and the three-months ended March 31, 2002 and the
period from May 25, 2002 (inception) to March 31, 2002, and cash flows
for the nine-month period ended March 31, 2003 and the period from May
25, 2002 (inception) to March 31, 2002.  The results of operations for
the three-month and nine-month periods ended March 31, 2003 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 intends to have four  main revenue sources: (1) sales of
its PaySafe devices "ePayPad"; (2) processing fees related to the
transactions through the use of ePayPad (the Company intends to charge
a fee for these transactions ranging from 0.3% to 1.3%); (3) revenue
from the Company's transaction fees stemming from its Internet Payment
Gateway; and (4) revenue stemming from Rahaxi Processing Oy., which
derives income from the transaction fees it receives from processing
online point of sale terminal transactions.

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.

Through the purchase of Rahaxi Processing Oy in January 2003, a
Northern European online credit card processing company based in
Helsinki, Finland, the Company expands its market to the European
market.

Recent Accounting Pronouncements.

In July 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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 SFAS No. 146 to have a material impact
on the Company's financial position or results of operations.

In October 2002, the FASB issued SFAS 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 SFAS No. 72 and
Interpretation 9 and requires that those transactions be accounted for
in accordance with SFAS No. 141, "Business Combinations", and SFAS 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 SFAS No. 148, "Accounting for Stock-
Based Compensation-Transition and Disclosure", which amends SFAS 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 SFAS
No. 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
SFAS No. 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, which was subsequently adjusted to
approximately $4 million based on the fair value of the Company's
stock issued and cash payments to be made to complete he acquisition.
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.

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.  The Company issued 22,000,000 shares of its
common stock to Heroya in on January 16, 2003 which was considered the
effective date of this acquisition date.

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 will be paid in cash
beginning March 10, 2003 through December 16, 2003.

Pursuant to the terms of the Agreement, the actual purchase price was
based on the fair value of the Company's stock on the dates of the
grant plus cash to be paid in the future periods.
The operating results of Rahaxi beginning January 16, 2003 are
included in the accompanying consolidated statements of operations

The total purchase price was valued at approximately $4 million and is
summarized as follows:


Fair market value of FreeStar's stock                              $3,488,800
Cash paid and payable to Heroya,
  less cash received from acquisition                                 442,643

Purchase Price                                                     $3,931,443

The purchase price was allocated as follows:

Accounts receivable                                                $   37,675
Other current assets                                                   32,811
Property and equipment                                                 51,623
Other non-current assets                                              110,882
Accounts payable and accrued expenses                                (565,273)
Goodwill                                                            4,263,725

Purchase price, net of cash of $259,457 received                   $3,931,443

The allocation of the purchase price is preliminary and is subject to
revision, which is not expected to be material, based on the final
valuation of the net assets acquired.  Acquisition related cost was
expensed as incurred.

The following unaudited pro forma financial information presents the
consolidated operations of the Company as if the acquisition had
occurred as of the beginning of the periods presented.  This
information is provided for illustrative purposes only, and is not
necessarily indicative of the operating results that would have
occurred had the Acquisition been consummated at the beginnings of the
periods presented, nor is it necessarily indicative of any future
operating results.

                                         9 Months Ended      9 Months Ended
                                         March 31, 2003       March 31, 2002

Net revenue, as reported                $    321,331         $       86,005
Net revenue, proforma                   $  1,072,639         $      239,600

Loss from operations, as reported       $ (8,679,127)        $   (2,517,484)
Loss from operations, proforma          $ (8,914,015)        $   (2,381,592)

Loss per share, as reported             $      (0.10)        $        (0.08)
Loss per share, proforma                $      (0.07)        $        (0.03)

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
service performed.  The Company claimed that he failed to perform the
required service 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.

During the quarter ended March 31, 2003, the Company issued 1,771,868
restricted shares and 6,238,646 S-8 shares of its common stock to
various consultants and legal counsel for current and future services.
In addition, the Company issued 22,000,000 restricted shares in
relation to acquiring controlling interest of Rahaxi during the
quarter ended March 31, 2003.

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 $18,000 during the quarter ended March 31, 2003,
and expects to receive the remaining $50,000 in the quarter ended June
30, 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.

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 No. 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
March 31, 2003, unpaid exercise price of $155,000 was included in
stock subscription receivable.

Proforma Information under the FASB issued Statement No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure".

Pro forma information regarding the effect on operations is required by
SFAS No. 123 and SFAS No. 148, has been determined as if the Company
had accounted for its employee stock options under the fair value
method of that statement.  Pro forma information using the Black-
Scholes method at the date of grant based on the following assumptions:

     Expected life             1/12 Years
     Risk-free interest rate   4.05%
     Dividend yield               -
     Volatility                 163%

This option valuation model requires input of highly subjective
assumptions.  Because the Company's employee stock options have
characteristics significantly different from those of traded options,
and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing
model does not necessarily provide a reliable single measure of fair
value of its employee stock options.

For purposes of SFAS No. 123 pro forma disclosures, the estimated fair
value of the options is amortized to expense over the option's vesting
period.  The Company's proforma information for the nine months and
three months ended March 31, 2003 is as follows:

                                                     9 Months      3 Months
                                                      Ended         Ended
                                                     March 31,     March 31,
                                                       2003         2003

Net loss, as reported                             $ (8,679,127)   $ (3,013,548)
Compensation recognized under APB No. 25               800,000               -
Compensation recognized under SFAS No. 123            (800,537)              -

Proforma net loss                                 $ (8,679,664)   $ (3,013,548)

Proforma loss per share                           $      (0.10)   $      (0.02)

The Company did not grant any employee options during the year ended
June 30, 2002; therefore, proforma information is not provided

Warrants and Stock Options to Consultants.

In December 2002, 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 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.  The entire warrant was still outstanding as
of March 31, 2003.

In February and March 2003, the Company granted 17,000,000 options to
purchase its common stock to various consultants.  These options
vested immediately on the grant date and have a strike price of
ranging between $0.07 and $0.10 per share.  The Company valued these
options by using the Black-Scholes model under the following
assumptions: (i) no expected dividends (ii) a risk-free interest rate
ranging between 3.59% to 4.09% (iii) expected volatility ranging
between 126% to 165% and (iv) an expected life of 1/2 year.  The fair
value of these options was $1,498,517, which was expensed in the
quarter ended March 31, 2003.  During the quarter ended March 31,
2003, 5,388,235 options were exercised with proceeds of $410,000.

Other Issuance and Cancellation.

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.

During the quarter ended March 31, 2003, the Company cancelled 400,000
shares of its common stock that was originally issued to a consultant
in the 1st quarter.  Expense of $19,600 was reversed in the quarter
ended March 31, 2003.

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 were 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 March
31, 2003 and the litigation is ongoing.

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.

Prepaid financing cost and debt discounts related to this convertible
debt were expensed during the quarter ended December 31, 2002.

The Company is litigating 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 March 31, 2003.

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 March 31, 2003, 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 March 31, 2002 and the period
from May 25, 2001 (inception) to March 31, 2002, and its Statements of
Cash Flows for the period from May 25, 2001 (inception) to March 31,
2002.  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
                                                         March 31, 2002               May 25, 2001
                                                                                      (Inception) to
                                                                                       March 31, 2002
                                                     Previously                     Previously
                                                     Reported      Restated         Reported     Restated
<S>                                                  <C>           <C>              <C>          <C>

Net revenue   (a)                                    $        -    $        -       $  236,495   $  86,005
Cost of revenue (b)                                           -             -          114,073      59,046
Gross profit  (a) (b)                                         -             -          122,422      26,959
Selling, general and administrative expense  (c)        318,499       415,496        2,672,852   3,092,041
Loss from operations (a) (b) (c)                       (318,499)     (415,496)      (2,550,430) (3,065,082)
Interest expense (d)                                          -       (12,334)               -     (18,586)
Non-operating expense                                    25,625        25,625           32,946      32,946
Net loss (a) (b) (c) (d)                               (292,874)     (402,205)      (2,517,484) (3,050,722)
Other comprehensive income (loss) (e)                    (4,474)        4,474          (82,322)     82,322
Net loss                                               (297,348)     (397,731)      (2,599,806) (2,968,400)
Loss per share                                            (0.01)        (0.01)           (0.08)      (0.10)
Weighted average shares outstanding -
basic and diluted                                    43,584,998    43,584,998       30,557,873  30,557,873
</TABLE>



     (a)  For the period from May 25, 2001 (inception) to March 31,
2002, the decrease of revenue was related to (1)
reclassification of billing for shared service as a reduction
of expense for $66,488 to other non operating income (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; and
(5) reclassification of interest income of $4,257 to interest income..

     (b)  Decrease in cost of sales of $55,027 for the period from May
25, 2001 (inception) to March 31, 2002, was related to
reclassification of promotional units to marketing cost.

     (c)  For the three months ended March 31, 2002, increase of
selling, general and administrative expenses was related to
(1) omission of accrued compensation of $67,500 to two
executives pursuant to employment agreements in August 2001;
(2) unrecorded amortization of software cost for approximately
$39,000; (3) a reduction of depreciation for $9,503 due to
reduction of fixed assets cost.

     For the nine months ended March 31, 2002, 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 $180,000 to two executives pursuant to
employment agreements in August 2001; (4) an increase of
amortization for approximately $117,000 for understatement of
accumulated amortization for software cost, and (5) reduction
of depreciation for ($28,509) for overstatement of fixed
assets cost; (4) re-issuance of canceled stock which was
originally classified as treasury stock for $168,000; (6)
other miscellaneous adjustments of ($5,841).

     (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 $16,591 for the three
months ended March 31, 2002 and $22,843 for the period from
May 25, 2001 (inception) to March 31, 2002, was accrued which
was offset by interest income of $4,257 reclassified from revenue.

     (e)  Difference was related to mathematical errors in the
financial statements.

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

Exhibits.

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

Reports on Form 8-K.

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

(a)  An amended Form 8-K was filed on February 26, 2003 to report
that on February 25, 2003, the parties to the Acquisition
Agreement between the Registrant and Heroya Investments Limited
for the acquisition of Rahaxi Processing Oy had entered into a
second amendment with regard to the terms of this agreement.
This filing also reported that effective on February 24, 2003,
the name of the Registrant was changed to "FreeStar Technology
Corporation".

(b)  A Form 8-K was filed on February 28, 2003 to report that on
February 26, 2003, Judge Allan L. Gropper issued a memorandum of
decision dismissing the Chapter 7 Involuntary Bankruptcy Petition
brought against the Registrant on January 9, 2003.  The filing
also reported that effective on March 3, 2003, the new trading
symbol of the Registrant on the Over the Counter Bulletin Board
is "FSRCE".

                              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).

2.8  Letter Agreement, dated April 24, 2003, from FreeStar
     Acquisition Corporation to the Registrant, and consented to
     by Paul Egan, Ciaran Egan and Fionn Stakelum (including the
     Performance Guarantee) (incorporated by reference to Exhibit
     2 of the Form 8-K filed on April 24, 2003).

2.9  Letter of Intent between the Registrant and Digital Courier
     Technologies, Inc., dated April 29, 2003 and accepted on
     April 30, 2003 (incorporated by reference to Exhibit 2 of
     the Form 8-K filed on May 1, 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).

4.12 Option to Purchase 10,000,000 Shares of Common Stock, dated
     April 24, 2003, issued by the Registrant to Phaeton
     Investments Limited (incorporated by reference to Exhibit 10
     of the Form 8-K filed on April 24, 2003).

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).

21  Subsidiaries of the Registrant (incorporated by reference to
    Exhibit 21 of the Form 10-QSB filed on May 20, 2003).

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 and Ciaran Egan (see below).

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

99.1 Certificate of Register issued to ePayLatina, S.A., dated
     June 4, 2001 (in Spanish and translated into English)
     (incorporated by reference to Exhibit 99 of the Form 8-K
     filed on April 9, 2003).

99.2 Press release issued by the Registrant, dated April 24, 2003
     (incorporated by reference to Exhibit 2 of the Form 8-K
     filed on April 24, 2003).

99.3 Press release issued by the Registrant, April 24, 2003 (7:37
     p.m.) (incorporated by reference to Exhibit 99.3 of the Form
     8-K/A filed on April 25, 2003).

99.4 Text of conference call held by the Registrant, dated May 7,
     2003 (incorporated by reference to Exhibit 99 of the Form 8-
     K filed on May 9, 2003).