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

                                    FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 .

                                 TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                         PAGE

      ITEM 1.  FINANCIAL STATEMENTS

               CONSOLIDATED BALANCE SHEET AS OF
               MARCH 31, 2003                                             3

               CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE NINE AND THREE MONTHS ENDED
               MARCH 31, 2003 AND MARCH 31, 2002                          5

               CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED
               MARCH 31, 2003 AND MARCH 31, 2002                          6

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 8

     ITEM 2.  PLAN OF OPERATION                                          17

     ITEM 3.  CONTROLS AND PROCEDURES                                    35

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                          36

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                  40

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                            41

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
              OF SECURITY HOLDERS                                        41

     ITEM 5.  OTHER INFORMATION                                          41

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                           42

SIGNATURES                                                               43

CERTIFICATIONS                                                           43

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                         FREESTAR TECHNOLOGY CORPORATION
                           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 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

                     See Accompanying Notes to Financial Statements

                           FREESTAR TECHNOLOGY CORPORATION
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)


<TABLE>
<CAPTION>
                                         Nine Months      Nine Months      Three Months     Three Months
                                           Ended            Ended            Ended             Ended
                                          March 31         March 31         March 31          March 31
                                            2003            2002             2003              2002
<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         2,577,389       3,109,838      318,499
Research and development                        44,000                 -               -            -
                                            (8,338,229)       (2,550,430)     (3,007,856)    (318,499)
Other income/(expenses)                         39,048            32,946          (3,608)      25,625
Interest expense                              (379,946)                -          (2,084)           -
Loss before income taxes                    (8,679,127)       (2,517,484)     (3,013,548)    (292,874)
Income taxes                                         -                 -               -            -
Net Loss                                    (8,679,127)       (2,517,484)     (3,013,548)    (292,874)
Other - Comprehensive income (loss)            106,792           (82,322)        (19,935)      (4,474)
Comprehensive loss                          (8,572,335)       (2,599,806)     (3,033,483)    (297,348)
Loss per share - basic and diluted               (0.10)            (0.08)          (0.02)       (0.01)
Weighted average shares outstanding
- basic and diluted                         86,551,600        30,557,873     139,012,411   43,584,998
</TABLE>

                     See Accompanying Notes to Financial Statements


                                     FREESTAR TECHNOLOGY CORPORATION
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Unaudited)

                                               Nine Months        Nine Months
                                                 Ended               Ended
                                                March 31           March 31
                                                  2003                2002

Cash flows provided by (used for)
operating activities:
Net loss                                     $  (8,679,127)       $ 2,517,484)
Adjustments to reconcile net income to
net cash provided by (used for) operating
activities:
Depreciation and amortization                      151,967              9,122
Non-cash compensation                            7,396,909          2,217,919
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)          (138,835)
Merchandise credits - current                       44,000                  -
Prepaid salaries - officers                       (179,600)
Other current assets                               (76,992)
Other assets                                         2,143            (46,682)
Increase (decrease) in liabilities
Accounts payable and accrued expenses              (30,419)            47,221
Due to shareholders                                 11,720                  -
Accrued salaries - related parties                  52,400                  -
Total adjustments                                7,688,784          2,088,745
Net cash used by operating activities             (990,343)          (428,739)

Cash flows provided by (used for)
investing activities:
Purchase of fixed assets                            (7,278)          (148,529)
Investment in Rahaxi                                74,457                  -
Net cash used by investing activities               67,179           (148,529)

Cash flows provided by (used for)
financing activities:
Principal proceeds from line of credit agreement    (1,810)            22,026
Repayment on overdraft                              (8,207)                 -
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                           -             481,377
Advances (repayments) from related party            16,559              61,462
Net cash provided by financing activities        1,086,542             564,865
Effect of Exchange Rate changes on Cash            102,796              12,690

Net increase (decrease) in cash and cash
equivalents                                        266,174                 287

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           2,217,919
    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                   -

                      See Accompanying Notes to Financial Statements

                               FREESTAR TECHNOLOGY CORPORATON
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                          (Unaudited)

1.  BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis of Presentation.

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-QSB
and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. These condensed 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 financial statements reflect all
adjustments which are of a normal recurring nature and which are
necessary to present fairly the financial position of FreeStar
Technology Corporation as of March 31, 2003, and the results of
operations for the three-month and nine-month periods ended March 31,
2003 and 2002, and cash flows for the nine-month periods ended March
31, 2003 and 2002.  The results of operations for the three-month and
nine-month periods ended March 31, 2003 are not necessarily indicative
of the results, which may be expected for the entire fiscal year.

Nature of Business Operations.

FreeStar Technology Corporation ("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 recieves 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 expand 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.

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)

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 ra  te                        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                                  (8,678,590)    (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.

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.

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.

ITEM 2.  PLAN OF OPERATION.

     Item 303 of Regulation S-B provides that small business issuers
that have not had revenues from operations in each of the last two
fiscal years, or the last fiscal year and any interim period in the
current fiscal year for which financial statements are furnished in
the disclosure document, shall provide the information regarding a
plan of operation.  The Registrant had revenue from operations for the
period from May 25, 2001 (inception) to June 30, 2002 in the amount of
$86,005.  Although the Registrant did have revenue from operations in
the nine months ended March 31, 2003 in the amount of $321,331, the
Registrant has chosen to set forth a plan of operation in this Form
10-QSB because of the size of these revenue figures and the fact that
all the current fiscal year's revenue, except for $8,700, has come in
the three months ended March 31, 2003.

Twelve-Month Plan of Operation.

(a)  General Discussion.

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

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

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

     The PaySafeNow system is comprised of a card reader and ETSS
software which allows the consumer to process transaction securely
over the Internet.  The ETSS system, marketed worldwide as PaySafeNow,
integrates a consumer-side card-swipe terminal (ePayPad) with a back-
end host-processing center.  It encrypts sensitive financial data at
the consumer's personal computer, using powerful DES encryption and
algorithms.  The PaySafeNow system enables small to medium-sized
businesses and merchants to process credit card, debit card and ATM
transactions.  85% of small businesses and merchants in Latin American
and Eastern European countries do not offer credit card transactions
due to the high cost involved with alternative systems.

     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 (estimated to be about 3.5%); 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.

     The Internet is transforming the way merchants conduct business.
Today, businesses use the Internet to streamline order processing,
facilitate customer support, and accept payment for goods and
services. The Registrant offers centralized payment processing
services for financial institutions to support e-commerce.  Large and
small institutions can use the Registrant's services to bring merchant
accounts online and manage a merchant portfolio, easily and
effectively.  All e-commerce businesses require secure and reliable
financial services designed to support rapid development and high
volume. The Registrant's payment services were developed specifically
with the e-commerce merchant in mind to support dramatic growth.  The
Registrant's payment processing services are facilitated by its
Internet payment gateway.  This gateway provides a live link to the
credit card networks, a real-time transaction database for dynamic
reporting, and a risk management system.  Depending upon specific
business goals and requirements, the Internet payment gateway may be
hosted by the Registrant or installed in a data center or processing
facility. In either case, the processing, risk management, and
reporting tools are available 24 hours a day through a secure,
password-protected Web site.  All that is required to access and
manage a merchant portfolio from the site is a desktop computer and
Microsoft's Internet Explorer browser software.  This Web-based design
facilitates dynamic interaction with all transaction data for
effective and customized merchant portfolio management.  Both
merchants and financial institutions are protected by an extensive
matrix of fraud detection analysis and software, the Payment
Protection System.  Through the system, an individual merchant or an
entire merchant portfolio can be monitored for potentially fraudulent
card activity and data entry errors.

     The Internet Payment Gateway is exceptionally fault tolerant and
capable of similar throughput as the Base24 system currently used by
Rahaxi Processing Oy.  It is easily interfaced to Merchants Web-Sites,
and the Reporting and Fraud Control Suite is fully configurable to
reflect the operating institution.  The Virtual ATM provides a variety
of functionality that can easily allow participant banks to launch an
"Internet Banking Service", as well as provide a wide variety of
functionality to users to allow them to control and manage their
Credit and Debit Cards, along with various bank and "wallet" accounts

     Currently, the Registrant's subsidiary Rahaxi provides processing
services for over 1,300 merchants.  Rahaxi supports a network serving
over 5,000 point-of-sale devices that generate over one million
transactions each month.  The Registrant intends to rapidly leverage
Rahaxi's 10-year track record, established customer base, growing
revenue stream, robust processing platform and historical ties to the
point-of-sale industry to accelerate many of our immediate growth
objectives

     The Registrant has entered into a non-exclusive Asia-Pacific
distribution agreement with Secure Data Solutions Pty Ltd ("SDS"),
Melbourne, Australia.  The agreement, signed March 19, 2003, initially
charges SDS with the rollout of the Registrant's ePayPad product, ETSS
proprietary software package, IP gateway and processing services
across markets in the Asia-Pacific region and the Indian Subcontinent.
The terms of the agreement envisage that SDS will be granted wider-
reaching, global sales management and logistics responsibilities upon
successful management of its distribution brief.  SDS will install a
fully integrated, modular, Global Inventory Management and Sales
Administration system (Citadel) that will be used to control and
manage each of the elements of the Registrant's supply chain.  Citadel
is scalable, web-enabled and can be easily adapted to meet the
business requirements of the Registrant moving forward.  The Citadel
system has been used with favorable results at Companies such as
Lucent Asia Pacific.  The members of the SDS Direct Sales team have
many years' experience working in the Asia-Pacific and Indian
Subcontinent region and ready access to proven distributors.

     The Registrant has entered into a processing agreement with
Vacation Showroom, Inc., Florida.  Under this agreement, signed March
28, 2003, Vacation Showroom, a licensed and bonded Florida seller of
travel, will process credit card transactions utilizing Rahaxi
Processing. The initial minimum of Vacation Showroom's traffic is
estimated to be $1 million per month transaction volume, rising to an
estimated $6 million per month within 9 months from the commencement
of payment processing.  The Registrant's gross margin on said
transaction volume is estimated to be 3.5%, translating to $35,000 per
million dollars monthly transaction volume, $210,000 per $6 million
monthly transaction volume.  The parties anticipate that processing
will begin in conjunction with the launch of Rahaxi's IP payment
gateway.  The significance of this agreement lies in the additional
transaction volume that it will contribute to the Registrant's global
operations and the implication that the Registrant's payment
processing services are competitively positioned.

     The Registrant  has entered into a merchant processing agreement
with The Online Ticket Shop.com Limited.  Pursuant to the agreement,
executed April 4, 2003, The Online Ticket Shop.com Limited, a leading
international provider of corporate hospitality and ticketing, will
process the online credit card transactions of its UK operation
utilizing Rahaxi Processing.  Based on current turnover, the monthly
volume of such transactions is projected to start at $1 million per
month and rise to $4 million per month within 6 months from the
commencement of payment processing and will enable The Online Ticket
Shop.com to settle in Dollars, Euros and Pounds Sterling through
Rahaxi Processing.  The parties anticipate that processing will begin
in conjunction with the launch of Rahaxi's IP payment gateway.

     The Registrant's ETSS application is now installed and
operational within the VisaNet Dominicana payment processing system in
the Dominican Republic.  The Registrant has been  fully certified and
is currently  implementing its PaySafeNow system  to small merchants
and businesses.  The Registrant now has several merchants currently
using the PaySafeNow system and is aggressively engaged in a marketing
campaign to add to the growing list of merchants pursuant to its
existing contract with Banc Nacional de Credito.  PIN authentication
is the future for card payments and the Registrant is  working to
ensure that it remains an integral part of this new payment revolution.

     The  certification that the Registrant received in the Dominican
Republic was the catalyst that enabled the company to launch a global
sales and marketing campaign. The campaign is target financial
institutions and card processors seeking to improve their business
competitiveness by offering clients a cost-effective method of
capturing electronic transactions. The Registrant believes that the
certification is a vital step towards the full realization and
successful implementation of its business plan.

     The Registrant is presently engaged in discussions with banks in
Russia, Poland and Romania with a view to leveraging its processing
platform and payment terminal products through strategic joint
ventures and acquiring bank relationships. Initial discussions have
generated considerable interest and it is anticipated that significant
alliances can be forged within the next 6 months

(b)  Rahaxi Acquisition.

(1)  General Discussion.

     The Registrant has acquired a majority interest in privately held
Rahaxi Processing Oy, a leading Northern European online credit card
processing enterprise headquartered in Helsinki, Finland. Rahaxi
operates full, online connectivity to all Finnish banks, including
Nordea, Sampo, Oko and the domestic bank credit card company,
Luottokunta, and provides processing services for over 1,300
merchants.  Currently, Rahaxi supports a network serving over 5,000
point-of-sale devices that generate over one million transactions each month.

     On September 10, 2002, the Registrant entered into an agreement
with Heroya Investments Limited for the acquisition of Rahaxi
Processing Oy.  The terms of the acquisition, valued at $4,300,000,
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 is entitled to
receive 10% of the net profits generated by Rahaxi for the first four
quarters immediately following the closing date.

     On December 16, 2002, the parties to that agreement executed an
amendment to the acquisition agreement.  Under this amendment, the
purchase price of $4,300,000 is to be paid in restricted common stock
of the Registrant, and cash, as follows:

     (a)  The Registrant is to issue to Heroya 22,000,000 shares of
common stock in consideration for 53.3% of Rahaxi's common stock
outstanding (16 of 30 shares) no later than January 1, 2003.

     (b)  The remainder of the purchase price is to be paid in cash,
with payments due from February 16, 2003 to December 16, 2003.
The Registrant may pay the entire balance of the purchase price
in full at any time.

     On January 16, 2003, the Registrant issued 22,000,000 shares
of common stock in order to obtain a majority interest of Rahaxi.
Since the remainder of the purchase price is to be made in
installments, the Registrant considers this transaction to be
completed as of that date.

     On February 25, 2003, the parties to that agreement executed a
second amendment.  Under this second amendment, the cash purchase
price is to be reduced from approximately 47% to approximately 13%.
Thus, the Registrant's holding of Rahaxi shares increases from 16 to
26 (representing approximately 87% of the 30 shares issued and
outstanding).  Payment shall be made as follows:

     (a)  The Registrant shall issue to Heroya 23,200,000 shares of
common stock in consideration for an additional 33.3% of Rahaxi's
common stock outstanding (additional 10 of 30 shares) no later
than March 10, 2003.

     (b)  The remainder of the cash purchase price totaling $552,100
is to be paid in cash, with payments due from March 10, 2003 to
December 16, 2003.  The Registrant may pay the entire balance of
the purchase price in full at any time.

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

     Established 10 years ago as a subsidiary of Telecom Finland
(subsequently Sonera SmartTrust), Rahaxi Processing Oy is a Payment
Service Provider located in Helsinki which routes credit and debit
card transactions from merchants to relevant banks and card issuers
for authorization and settlement

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

(2)  Current State of the Business.

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

(3)  Company and Organization.

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

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

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

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

(4)  Products and Services.

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

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

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

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

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

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

(5)  The Finnish Market.

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

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

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

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

(6)  The International Market.

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

(7)  Technical Infrastructure.

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

     As mentioned above, the technical infrastructure consists of a
large BASE24/TANDEM infrastructure. The system incorporates full
redundancy and disk mirroring to guarantee data integrity at all times
in a 24/7 environment.

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

(8)  Strategic Advantages.

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

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

     (b) Rahaxi is not currently processing any "card not present"
transactions associated with eCommerce, which is one of the
fastest growing segments of the processing market.

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

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

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

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

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

(9)  Opportunity.

     In order for Rahaxi to process increasing volumes of e-commerce
traffic, the Registrant will seek to secure relationships with an
additional two to three European "acquiring banks."  The opportunity
to acquiring banks, meaning banks certified to accept credit card
transactions on behalf of merchants, is principally the very
substantial volume of traffic available in the market.  The key to a
sustainable business model in a perceived high-risk environment is
grounded in risk management and control. It is the early stage of a
co-operation between Rahaxi and new acquiring banks that represent the
period of highest risk as the merchant is still unknown to the bank
and reserves are still in the process of being built up.

Business Strategy.

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

(a)  Research and Development.

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

     The largest portion of the Registrant's research and development
costs in the past year has related to the development of e-commerce
software for card present Internet transactions, and this policy will
continue to account for a significant portion of the Registrant's
total research and development costs.

(b)  Sales and Marketing.

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

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

(c)  Expand Targeted Customer Base.

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

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

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

(e)  Establishing a Recognized Quality Brand Name.

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

(f)  Continue to Enhance FreeStar PaySafeNow Solution.

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

Recent Events.

(a)  Letter of Intent - Digital Courier Technologies, Inc.

     On April 30, 2003, the Registrant entered into a Letter of Intent
("LOI") with Digital Courier Technologies, Inc., a Delaware
corporation, for the purpose of setting forth the proposed terms of an
agreement in principle pursuant to which the Registrant intends to
acquire 100% of the issued and outstanding common stock of that
company from the shareholders of the company.  This is intended to be
accomplished under a statutory merger ("Merger") of Digital Courier
with and into a subsidiary of the Registrant.

     Under the LOI, each outstanding share of Digital Courier common
stock outstanding or deemed to be outstanding upon the assumed
conversion of any preferred stock or other convertible instruments as
a result of the consummation of the Merger is to be converted into the
right to receive that number of validly issued, fully paid,
nonassessable and registered shares of the Registrant equal to (a) the
greater of (i) 10,000,000 shares, or (ii) that number of shares equal
to $1,800,000 divided by the Closing Price (as defined in the LOI),
(b) divided by the number of shares of Digital common stock
outstanding or deemed to be outstanding as of the Effective Date (as
defined in the LOI).

     The consummation of the proposed transaction is dependent upon a
number of conditions, including: (a) the negotiation and execution of
the Definitive Agreement; (b) the formal approval of the Board of
Directors and shareholders of each of the companies; (c) the
effectiveness of a Form S-4 registration statement to be filed with
the Securities and Exchange Commission covering the shares to be
issued by the Registrant in the transaction; (d) the completion by
each of the companies of its due diligence investigation concerning
the other company to each company's satisfaction; and (e) at the
Registrant's expense, rendering of a fairness opinion by an
independent broker-dealer firm that the contemplated transaction is
fair to the Registrant and the stockholders of Digital Courier.

(b)  Letter of Intent - FreeStar Acquisition Corporation.

     On April 24, 2003, the Registrant entered into a Letter
Agreement, dated April 24, 2003 ("Letter Agreement"), which sets forth
the terms and conditions of the acquisition of all of the outstanding
capital stock of the Registrant by FreeStar Acquisition Corporation, a
privately-held company ("Acquiror"), by means of a reverse subsidiary
merger, for the sum of $74,480,000.  As contemplated by the Letter
Agreement, the Registrant will become a direct, wholly owned
subsidiary of the Acquiror.

     In the merger, all outstanding capital stock of the Registrant
will be converted into the right to receive an approximate amount of
$0.49 per share (after payment of existing indebtedness, but excluding
conversion of outstanding preferred stock and exercise of in-the-money
stock options) at closing (based on the current outstanding capital
stock of the Registrant), subject to certain working capital
adjustments and escrow provisions.  Consummation of the merger, which
is expected to occur during the third quarter of 2003, is subject to
certain conditions, including approval of the merger agreement by the
Registrant's shareholders, the obtaining of sufficient financing by
the Acquiror, the satisfactory completion of due diligence by the
parties, and other conditions.

     As part of the transaction, an affiliate of the Acquiror,
received a three-year option from the Registrant to purchase
10,000,000 shares of the Registrant's restricted common stock
(representing approximately 7% of its current outstanding common
shares) at $0.10 per share.

Risk Factors Connected with Plan of Operation.

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

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

     The Registrant incurred a net loss of $4,233,822 for the period
from inception (May 25, 2001) to June 30, 2002, and a net loss of
$8,679,127 for the nine months ended March 31, 2003.  At March 31,
2003, the Registrant had an accumulated deficit of $12,912,949.  This
raises substantial doubt about the Registrant's ability to continue
as a going concern.

(b)  Need for Additional Financing May Affect Operations and Plan of
Business.

     Current funds available to the Registrant may not be adequate for
it to be competitive in the areas in which it intends to operate.  The
Registrant's continued operations, as well as the implementation of
its business plan, therefore may depend upon its ability to raise
additional funds through bank borrowings, equity or debt financing.
The Registrant estimates that it will need to raise up to
approximately $5,000,000 over the next 12 months for these purposes.

     There is no guarantee that these funding sources, or any others,
will be available in the future, or that they will be available on
favorable terms.  In addition, this funding amount may not be adequate
for the Registrant to fully implement its business plan.  Thus, the
ability of the Registrant to continue as a going concern is dependent
on additional sources of capital and the success of the Registrant's
business plan.  Regardless of whether the Registrant's cash assets
prove to be inadequate to meet the Registrant's operational needs, the
Registrant might seek to compensate providers of services by issuance
of stock in lieu of cash.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.

(c)  No Assurance of Protection of Proprietary Rights May Affect
Ability to Manufacture Products.

     The Registrant's success and ability to compete will be dependent
in part on the protection of its potential patents, trademarks, trade
names, service marks and other proprietary  rights.  The Registrant
intends to rely on trade secret and copyright laws to protect the
intellectual property that it plans to develop, but there can be no
assurance that such laws will provide sufficient protection to the
Registrant, that others will not develop a service that are  similar
or superior to the Registrant's, or that third parties will not copy
or otherwise obtain and use the Registrant's proprietary information
without authorization.  In addition, certain of the Registrant's know-
how and proprietary technology may not be patentable.

     The Registrant may rely on certain intellectual property licensed
from third parties, and may be required to license additional products
or services in the future, for use in the general operations of its
business plan.  The Registrant currently has no licenses for the use
of any specific products.  There can be no assurance that these third
party licenses will be available or  will continue to be available to
the Registrant on acceptable terms or at all.  The inability to enter
into and  maintain any of these licenses could have a material
adverse effect on the Registrant's business, financial condition or
operating results.

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

(d)  Product Errors Could Affect Impact Business of FreeStar.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(j)  Control by Officers and Directors Over Affairs of FreeStar May
Override Wishes of Other Stockholders.

     The Registrant officers and directors currently own common stock
equal to approximately 30% of the outstanding shares of the
Registrant's common stock.  As a result, such persons, acting
together, have the ability to exercise significant influence over all
matters requiring stockholder approval.  In addition, all decisions
with respect to the management of the Registrant will be made
exclusively by the officers and directors of the Registrant.
Investors will only have rights associated with stockholders to make
decisions that affect the Registrant.  Accordingly, it could be
difficult for the investors hereunder to effectuate control over the
affairs of the Registrant.

     Therefore, the success of the Registrant, to a large extent, will
depend on the quality of the directors and officers of the company.
Accordingly, no person should invest in the Registrant unless he is
willing to entrust all aspects of the management of the company to the
officers and directors.

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

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

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

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

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

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

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

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

(n)  Absence of Cash Dividends May Affect Investment Value of
FreeStar's Stock.

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

(o)  No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Mangement of FreeStar.

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

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

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

(q)  Failure to Maintain Market Makers May Affect Value of FreeStar's Stock.

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

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

     All of the 45,500,000 shares of common stock that are currently
held, directly or indirectly, by management have been issued in
reliance on the private placement exemption under the Securities Act
of 1933.  Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933.  In general, under Rule 144 a
person, or persons whose shares are aggregated, who has beneficially
owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of the
Registrant, as defined, would be entitled to sell within any three-
month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of common stock, or the average weekly
reported trading volume during the four calendar weeks preceding such
sale, provided that current public information is then available.  If
a substantial number of the shares owned by these shareholders were
sold under Rule 144 or a registered offering, the market price of the
common stock could be adversely affected.

Forward Looking Statements.

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

ITEM 3.  CONTROLS AND PROCEDURES.

Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to March 31, 2003, the Registrant
carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934 ("Exchange Act").
This evaluation was done under the supervision and with the
participation of the Registrant's President and Chief Financial
Officer.  Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

(b)  Changes in internal controls.

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

Critical Accounting Policies.

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

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

(a)  Dennis H. Johnston v. Freestar et al.

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

     In response to the complaint, the defendants filed a motion to
dismiss pursuant to Rules 9(b) and 12(b) (6) of the Federal Rules of
Civil Procedure for failure to state a claim upon which relief can be
granted.  On or about May 17, 2002, Federal Judge Gary Taylor granted
the Registrant's motion to dismiss, but provided plaintiff with an
opportunity to amend.

     On or about June 10, 2002, the defendants were served with a
first amended complaint in the foregoing action.  That action sought
damages in an unspecified amount and involves claims for legal fees by
Mr. Johnston, fraud and deceit in the sale of securities in violation
of Rule 10b-5 of the Exchange Act, fraud and deceit in the issuance of
securities, negligent misrepresentation, breach of contract,
interference with economic relations, violations of California
Business and Professions Code Section 17200, breach of implied
covenant of good faith and fair dealings, invasion of privacy-false
light, defamation, civil conspiracy, and conversion.  On June 27,
2002, the case was assigned to Judge John F. Walter for all further
proceedings.

     On July 1, 2002, Freestar filed a motion to dismiss all
allegations pursuant to Rules 9(b), 12(b) (1) and 12(b) (6) of the
Federal Rules of Civil Procedure for failure to state a claim upon
which relief can be granted.   On August 6, 2002, the Hon. Judge
Walker granted Freestar's motion to dismiss each and all 11claims for
relief in the First Amended Complaint with 10 days leave to amend.
Judge Walker advised plaintiff that he would not be granted any
further opportunities to amend.

     On August 16, 2002 Mr. Johnston filed a second amended complaint
against the Registrant, Paul Egan, Ciaran Egan, First American Stock
Transfer, Inc. and Phillip Young alleging breach of contract, writ of
mandate, injunctive relief and an unspecified amount of damages.  On
August 27, 2002, Defendant Freetar filed a motion to dismiss all
allegations pursuant to Rules 9(b), 12(b) (1) and 12(b) (6) of the
Federal Rules of Civil Procedure for failure to state a claim upon
which relief can be granted.

     On September 10, 2002, plaintiff Johnston dismissed the federal
action in its entirety against Freestar, Paul Egan, Ciaran Egan, First
American Stock Transfer and Phillip Young.

(b)  Freestar v. Dennis H. Johnston et al.

     On or about September 13, 2002 the Registrant and ePayLatina,
S.A. brought an action in the Superior Court for the State of
California against Dennis Johnston, Freestar Technologies v. Dennis
Johnston, Case No. BC 281514.  This action seeks unspecified damages
resulting from alleged legal malpractice, breach of fiduciary duty,
deceit, and declaratory relief.  Mr. Johnston demurred to the
complaint.  On January 30, 2003, Judge Judith Chirlin rejected Mr.
Johnston's demurrer and ordered Mr. Johnston to answer the complaint
as it stands.

     On or about February 19, 2003, Mr. Johnston filed an answer to
the complaint and an unverified cross-complaint.  The cross-complaint,
alleging breach of contract, fraud among other causes of action, was
brought against the same defendants in the district court action and
added new defendants, including the Registrant's law firm Corrigan &
Morris LLP and its partners.  Mr. Johnston seeks damages in excess of
$1 million dollars for, among other things, breach of contract, fraud
and negligence.  In March 2003, the Registrant and the other
defendants demurred to Mr. Johnston's coss-cmplaint.  After receiving
the Registrant's demurrer, Mr. Johnston chose not to oppose, but
rather amend his cross-complaint before the demurrer hearing.

     In May 2003, Mr. Johnston filed an unverified first amended
cross-complaint alleging breach of contract and fraud in connection
with legal fees allegedly owed to Mr. Johnston.  All causes of action
against Corrigan & Morris LLP and its partners were dismissed with
prejudice.  Although the Registrant has not yet determined how it will
respond to the first amended cross-complaint, the company disputes the
claims in the this filing.  The Registrant intends to prosecute its
complaint and defend the cross-complaint vigorously.

     The Registrant believes it has meritorious setoff claims and
defenses to Mr. Johnston's claims and will prevail.  However, this
case is in the early stages of litigation and there can be no
assurance as to the outcome of the lawsuit.  Litigation is subject to
inherent uncertainties, and unfavorable rulings could occur.  Were
unfavorable rulings to occur, there exists the possibility of a
material adverse impact of money damages on the Registrant's financial
condition, results of operations, or liquidity of the period in which
the ruling occurs, or future periods.

(c)  Boat Basin adv. Freestar.

     On January 9, 2003, the Registrant was named in an involuntary
petition under Chapter 7 of the U.S. Bankruptcy Code filed by
vFinance, Inc., David Stefansky, Richard Rosenblum, Marc Siegel, Boat
Basin Investors LLC, and Papell Holdings, Ltd. ("Petitioners") in the
U.S. Bankruptcy Court  for the Southern District of New York, Petition
No. 03-10096 (ALG).  In their Petition, the Petitioners alleged that
the Registrant is generally not paying its debts as they become due
and that these debts were not the subject of a bona fide dispute.
Petitioners sought liquidation and the appointment of a receiver.

     The Registrant filed a motion to dismiss that petition.  On March
4, 2003, United States Bankruptcy Judge Gropper dismissed the
Petitioners' bankruptcy petition against the Registrant.  Judge
Gropper's memorandum of opinion expressly found, among other things,
that the claims of vFinance, Richard Rosenblum, Marc Siegel, Boat
Basin Investors LLC and Papell Holdings, Ltd were the subject of a
bona fide dispute.

     On March 21, 2003, the Registrant filed its motion for an order
and judgment awarding costs and attorneys' fees in favor of the
Registrant against the Petitioners pursuant to 11 U. S. C. 303(i).
On or about April 21, 2003, the parties reached a settlement to
resolve the 11 U.S.C. 303(i)(1) issues raised in that motion.
Petitioners owed and paid Freestar $40,000 in satisfaction of the
settlement.

(d)  Boat Basin v. Freestar et al.

     On or about January 22, 2003, Vfinance Investments, Richard
Rosenblum, David Stefansky, Marc Siegel, Boat Basin Investors LLC and
Papell Holdings, Ltd. ("Plaintiffs") filed a complaint against Paul
Egan, First American Stock Transfer and Phil Young, president of First
American Stock Transfer, in the U.S. District Court for the Southern
District of New York, Boat Basin Investors, LLC, Papell Holdings,
Ltd., Marc Siegel, David Stefansky, Richard Rosenblum v. First
American Stock Transfer, Inc., Paul Egan, Phillip Young, and Margaux
Investments Group, S.A., Case No. 03-0493 (RWS), alleging, among other
claims, fraud, conversion and violations of the Securities Exchange
Act of 1934.  In addition to unspecified money damages, Plaintiffs
sought an affirmative preliminary injunction against Paul Egan and
First American Stock Transfer seeking the removal of restrictive
legends placed on 14,400,000 unregistered shares of Registrant common
stock purportedly owned by the plaintiffs.  The Registrant opposed the
affirmative injunctive action on the grounds that removal of the
legends would constitute a violation of the registration provisions of
the federal securities laws and that the company was an indispensable party.

     On January 29, 2003, U. S. District Judge Robert Sweet held a
hearing on Plaintiffs' request for preliminary injunction and
expressed serious concern that there seemed to be significant factual
disputes and refused to order the injunction.  On February 7, 2003,
Judge Sweet issued an order denying Plaintiffs' motion for preliminary
injunction and staying the action pursuant to U. S. Bankruptcy Code 11
U. S. C. 362(a), on the ground that the Registrant, which was not
named in the action, was an indispensable party.  That stay continued
until after the bankruptcy case was dismissed and the Registrant was
added as a defendant.

     On March 24, 2003, Plaintiffs filed an amended complaint against
the Registrant, Paul Egan, Ciaran Egan, and Freestar's stock transfer
agent alleging, among other things, that the Registrant and Paul Egan
failed to repay money borrowed.  Plaintiffs' 13 causes of action
include breach of contract, conversion fraud and violations of the
Securities and Exchange Act of 1934.  The amended complaint seeks the
issuance of 14,400,000 shares of free trading Freestar stock and
damages in an unspecified amount.

    On May 5, 2003, the Registrant answered Plaintiffs' amended
complaint and filed a counterclaim.  The Registrant's counterclaim
contends that vFinance breached its fiduciary duties to the company by
recommending and assisting it in negotiating and drafting convertible
debt financing through floorless convertible notes with lenders
controlled by vFinance.  The Registrant further alleges that
Plaintiffs charged the company large fees and otherwise ensured
profits of multiples of their original investment by setting out to
destroy vFinance's customer, the Registrant.  The Registrant and Paul
Egan further allege that vFinance and plaintiffs caused then to suffer
damages as a result of Plaintiffs' "death spiral" strategy, violations
of the federal securities laws, breach of contracts, including over-
conversion of certain pledged securities, market manipulation, breach
of fiduciary duty and fraud.

     As part of the counterclaim, the Registrant alleges that
Plaintiffs may have caused the company unwittingly to participate in
violations of the registration provisions of the federal securities
laws in connection with certain previously disclosed financing
transactions involving convertible notes.

     The Registrant believes is has meritorious setoff claims and
defenses to Plaintiffs' claims.  However, this case is in the early
stages of litigation and there can be no assurance as to the outcome
of the lawsuit.  Litigation is subject to inherent uncertainties, and
unfavorable rulings could occur.  Were unfavorable rulings to occur,
there exists the possibility of a material adverse impact of money
damages on the Registrant's financial condition, results of
operations, or liquidity of the period in which the ruling occurs, or
future periods.

(e)  Informal Securities and Exchange Commission Investigation.

     In January 2003, the Registrant, through counsel, was advised by
the staff of the Denver office of the Securities and Exchange
Commission ("SEC") that it had initiated an informal, non-public
inquiry.  Since then, the staff has sought voluntary production of
documents relating to certain financing transactions entered into by
the Registrant, issuance of its stock, facts stated in press releases
and reports filed with the SEC concerning, among other things, the
Registrant's assets, operations, financial condition, anticipated
revenue and strategic initiatives.

     The Registrant has been and expects to continue to cooperate
actively and voluntarily with that SEC inquiry.  The staff's January
15, 2003 letter states that "[i]nformation available to this office
indicates that activities may have occurred in violation of certain
provisions of the federal securities laws in connection with the
above-referenced matter."  However, that same letter also states that
"[you should not construe the fact of this inquiry as an indication
by the Commission or its staff that any violation of law has occurred,
nor should you consider it an adverse reflection upon any person,
entity or security."

     Because of the preliminary nature of this matter, it cannot be
predicted at this time whether an enforcement proceeding will be
recommended by the staff of the Commission as a result of this
informal inquiry, what the nature of such enforcement proceeding would
be, the type of sanctions sought or what the likelihood would be of
reaching a settlement.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     The Registrant sold the following securities without registration
(restricted) during the three months ended March 31, 2003:

     (a)  On January 15, 2003, the Registrant issued 240,000 shares of
common stock to one consultant for services to be rendered by that
person to the company under a consulting agreement, valued at $23,520
($0.098 per share).

     (b)  On January 16, 2003, the Registrant issued 22,000,000 shares
to Heroya Investments Limited in connection with an agreement between
this company and the Registrant for the acquisition of privately held
Rahaxi Processing Oy.  On December 16, 2002, the parties to that
agreement executed an amendment; under this amendment, the purchase
price of $4,300,000 is to be paid in restricted common stock of the
Registrant and cash as follows: (i)  22,000,000 shares of common stock
in consideration for 53.3% of Rahaxi's common stock outstanding (16 of
30 shares); and (ii) the remainder of the purchase price ($2,008,100)
is to be paid in cash, with payments due from February 16, 2003 to
December 16, 2003.

     (c)  On February 22, 2003, the Registrant issued 381,868 shares
of common stock to one consultant for services to be rendered by that
person to the company under a consulting agreement, valued at $34,750
($0.091 per share).

     (d)  On March 26, 2003, the Registrant issued a total of
1,150,000 shares of common stock to two consultants for services to be
rendered by those persons to the company under consulting agreements,
valued at a total of $150,850 (1,000,000 shares at $0.133 per share
and 150,000 shares at $0.119).

No commissions were paid in connection with any of these sales.
These sales were undertaken under Rule 506 of Regulation D under the
Securities Act of 1933, as amended ("Act"), by the fact that:

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

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

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None

ITEM 5.  OTHER INFORMATION.

     None.

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

Exhibits.

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

Reports on Form 8-K.

     The Registrant filed the following 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: May 19, 2003                    By: /s/ Paul Egan
                                       Paul Egan, President

Dated: May 19, 2003                    By: /s/ Ciaran Egan
                                       Ciaran Egan, Chief Financial Officer


                                      CERTIFICATIONS

I, Paul Egan, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of FreeStar
Technology Corporation;

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

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

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

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

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

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

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

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

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

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

Dated: May 19, 2003                    /s/ Paul Egan
                                       Paul Egan, President


I, Ciaran Egan, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of FreeStar
Technology Corporation;

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

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

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

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

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

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

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

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

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

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


Dated: May 19, 2003                    /s/ Ciaran Egan
                                       Ciaran Egan, 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 (see below).

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

99.2   Press Release issued by the Registrant on 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 at 7:37 p.m. on April
       24, 2003 (incorporated by reference to Exhibit 99.3 of the
       Form 8-K filed on .

99.4   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).

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