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 SEPTEMBER 30, 2002

                                     OR


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


                       COMMISSION FILE NUMBER: 0-28749

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

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

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

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

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

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

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

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

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

     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 new 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 4 of the
Notes to Condensed Financial Statements.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                             FREESTAR TECHNOLOGIES
                             CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                 (Unaudited)

                                   ASSETS

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

Total current assets                                                 466,536

Property, plant and equipment, net of accumulated
  depreciation and amortization                                        8,536

Software, net of accumulated amortization                            285,588
Credit for future purchases of merchandise                           675,000
Investment                                                            50,000
Other assets                                                           3,766

                                                            $      1,489,426

                   LIABILITIES AND STOCKHOLDERS' EQUITY

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

Total current liabilities                                          1,472,424

Stockholders' Equity:
Convertible preferred stock, series A, $0.001
par value, 5,000,000 shares  authorized; 1,000,000
shares issued and outstanding                                          1,000
Additional paid-in capital - preferred stock                         432,058
Common stock, $0.001 par value, 500,000,000 shares authorized;
  48,701,557 shares issued and outstanding                            47,712
Additional paid-in capital - common stock                          5,257,243
Subscription receivable                                              (50,000)
Deferred compensation                                               (728,833)
Accumulated deficit                                               (4,885,567)
Accumulated other comprehensive loss                                 (56,611)
  Total stockholders' equity                                          17,002

                                                               $   1,489,426

The accompanying notes are an integral part of these statements of operations


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


<TABLE>
<CAPTION>
                                                         Three Months Ended                 Period from
                                                         September 30, 2002                 May 25, 2001
                                                                                           (Inception) to
                                                                                         September 30, 2001
                                                                                             (Restated)
<S>                                                        <C>                            <C>
Revenue                                                    $            8,700            $           7,747

Cost of revenue                                                           802                        5,841

Gross profit                                                            7,898                       1,906

Selling, general and administrative expenses                          629,498                   2,174,737

Loss from operations                                                 (621,600)                 (2,172,831)

Interest expense                                                     (123,608)                     (3,055)

Miscellaneous                                                          50,622                      (1,511)

Net loss before income taxes                                         (694,586)                 (2,177,397)

Provision for income taxes                                                  -                           -

Net Loss                                                             (694,586)                 (2,177,397)

Foreign currency translation adjustment                               (38,192)                          -

Comprehensive loss                                                   (732,778)                (2,177,397)

Loss per common share, basic and diluted                                (0.02)                     (0.20)

Weighted average shares outstanding, basic and diluted             46,079,414                 10,985,460
</TABLE>



The accompanying notes are an integral part of these statements of operations


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


<TABLE>
<CAPTION>
                                                                                      Period from
                                                                                     May 25, 2001
                                                              Three Months          (Inception) to
                                                                 Ended              September 30, 2001
                                                           September 30, 2002           (Restated)
<S>                                                        <C>                          <C>
Cash flows provided used for operating activities:
Net loss                                                   $      (694,586)         $  (2,177,397)
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
Depreciation and amortization                                       57,173                 24,404
Non-cash compensation                                              202,033              1,997,786

Amortization of financing cost on convertible
notes payable                                                       47,500                      -
Amortization of discount for beneficial conversion
features on convertible notes payable                               31,880                      -

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                      -                (12,038)
Inventories                                                         (3,597)                (9,722)
Other assets                                                         1,811                      -
Increase (decrease) in liabilities
Accounts payable and accrued expenses                               67,650                 30,945
Accrued salaries - related parties                                  57,500                 45,000
Total adjustments                                                  461,950              2,076,175
Net cash used for operating activities                            (232,636)              (101,222)

Cash flows provided used for investing activities:
Purchase of fixed assets                                                 -                (18,997)
Investment in Rahaxi                                               (50,000)                     -
Net cash used for investing activities                             (50,000)               (18,997)

Cash flows provided by financing activities:
Principal proceeds from line of credit agreement                     7,768                      -
Repayment on overdraft                                              (9,578)                     -
Proceeds from issuance of notes payable                            150,000                      -
Sale of common stock                                               150,000                      -
Contributions from stockholder                                           -                      -
Decrease in advances from related party                            (26,371)               369,255

Net cash provided by financing activities                          271,819                369,255

Net increase (decrease) in cash and cash equivalents               (10,817)               249,036

Foreign currency translation adjustments                            38,806                (33,444)

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

Cash and cash equivalents, end of period                            30,430                215,592

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



The accompanying notes are an integral part of these statements of operations


                       FREESTAR TECHNOLOGY CORPORATION
                      (formerly Freestar Technologies)
                  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 (formerly known as Freestar Technologies)
("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 September 30, 2002, and the results of operations for the three-
month period ended September 30, 2002 and 2001, and cash flows for the
three-month period ended September 30, 2002 and 2001.  The results of
operations for the three-month period ended September 30, 2002 are not
necessarily indicative of the results, which may be expected for the
entire fiscal year.

Nature of Business Operations:

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

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

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

Recent Accounting Pronouncements:

On July 21, 2001, the Financial Accounting Standards Board ("FASB")
issued 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.

NOTE 2 - SIGNIFICANT TRANSACTIONS

Acquisitions and Alliance Agreements:

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

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



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


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

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

Issuance of Common Stock for Service:

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

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

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

Sale of Common Stock:

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

Convertible Notes Payable:

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

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

NOTE 3 - GOING CONCERN

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

Through September 30, 2002, the Company has not been able to generate
significant revenues from its operations to cover its costs and
operating expenses.  Although the Company has been able to issue its
common stock or other financing for a significant portion of its
expenses, it is not known whether the Company will be able to continue
this practice, or if its revenue will increase significantly to be
able to meet its cash operating expenses.

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

NOTE 4 -  RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its Statements of Operations for the
three months ended September 30, 2001 and the period from May 25, 2001
(inception) to September 30, 2001, and its Statements of Cash Flows
for the period from May 25, 2001 (inception) to September 30, 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
                                                      September 30, 2001               May 25, 2001
                                                                                      (Inception) to
                                                                                    September 30, 2001
                                                                                        (Restated)
                                                     Previously                     Previously
                                                     Reported      Restated         Reported     Restated
<S>                                                  <C>           <C>              <C>          <C>
Net revenue (a)                                      $    4,506    $       249      $   12,004   $   7,747
Cost of revenue                                               -              -           5,841       5,841
Gross profit  (a)                                         4,506             249          6,163       1,906
Selling, general and administrative expense  (b)      2,071,368       2,145,865      2,100,240   2,174,737
Loss from operations (a) (b)                         (2,066,862)     (2,145,616)    (2,094,077) (2,172,831)
Interest expense (c)                                          -          (3,055)             -      (3,055)
Non-operating expense                                    (1,511)         (1,511)        (1,511)     (1,511)
Net loss (a) (b) (c)                                 (2,068,373)     (2,150,182)    (2,095,588) (2,177,397)
Other comprehensive income (loss) (d)                         -          39,313              -           -
Net loss                                             (2,068,373)    (2,110,869)     (2,095,588) (2,177,397)
Loss per share                                            (0.16)         (0.17)          (0.19)      (0.20)
Weighted average shares outstanding -
basic and diluted                                    12,605,508     12,605,508      10,895,460  10,895,460
</TABLE>


     (a)  Decrease of revenue was related to a reclassification of
interest income of $4,257 to other non-operating income
(expense) for both the three months ended September 30, 2001
and the period from May 25, 2001 (inception) to September
30, 2001.

     (b)  Increase of selling, general and administrative expenses was
related to (1) omission of accrued compensation of $45,000
to two executives pursuant to employment agreements in
August 2001; (2) unrecorded amortization of software cost
for approximately $39,000; and (3) a reduction of
depreciation for $9,503 due to reduction of fixed assets cost.

     (c)  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 $7,300 was accrued
which was offset by interest income of $4,257 reclassified
from revenue.

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

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

                               SIGNATURES

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


                                       FreeStar Technology Corporation
                                       (formerly Freestar Technologies)



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


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

                               EXHIBIT INDEX

Number                         Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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