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 SEPTEMBER 30, 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     X       No           .

     As of September 30, 2003, the Registrant had 242,560,834 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

              CONDENSED CONSOLIDATED BALANCE
              SHEET AS OF SEPTEMBER 30, 2003                                  3

              CONDENSED CONSOLIDATED STATEMENTS
              OF OPERATIONS FOR THE THREE MONTHS ENDED
              SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002                       5

              CONDENSED CONSOLIDATED STATEMENTS
              OF CASH FLOWS FOR THE THREE MONTHS ENDED
              SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002                       6

              NOTES TO CONDENSED CONSOLIDATED
              FINANCIAL STATEMENTS                                            8

     ITEM 2.  MANAGEMENT'S DISCUSSION AND
              ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS                                      14

     ITEM 3.  CONTROLS AND PROCEDURES                                        25

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                              26

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                      30

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                32

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            32

     ITEM 5.  OTHER INFORMATION                                              32

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                               34

SIGNATURES                                                                   35

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                          FREESTAR TECHNOLOGY CORPORATION
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                SEPTEMBER 30, 2003
                                   (Unaudited)

                                      ASSETS

Current assets:
Cash and cash equivalents                                       $      242,783
Accounts receivable, net of allowance for
doubtful accounts of $37,584                                           122,623
Prepaid salaries to officers                                           100,500
Other current assets                                                    40,705

Total current assets                                                   506,611

Property and equipment, net of accumulated
depreciation and amortization                                           70,751
Software, net of accumulated amortization                              413,478
Software license, net of accumulated amortization                    2,526,868
Goodwill                                                             1,508,859
Investment in TransAxis, Inc.                                           75,000
Other assets                                                             3,152

                                                                 $   5,104,719

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses                                  829,743
Deferred revenue                                                        16,232
Line of credit                                                           5,075
Due to related party for converted pledged collateral                  715,562
Due to related party for advances                                      304,971

Total current liabilities                                            1,871,583

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;
242,560,834 issued and outstanding                                     241,571
Additional paid-in capital - common stock                           20,613,396
Subscription receivable                                               (361,515)
Deferred compensation                                               (1,405,524)
Accumulated deficit                                                (18,082,129)
Accumulated other comprehensive loss                                    (5,721)

Total stockholders' equity                                           3,233,136

                                                                  $  5,104,719

The accompanying notes form an integral part of these condensed
consolidated financial statements


                            FREESTAR TECHNOLOGY CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)

<TABLE>
<CAPTION>
                                                              Three Months              Three Months
                                                                  Ended                    Ended
                                                              September 30,             September 30,
                                                                  2003                      2002
<S>                                                          <C>                       <C>
Revenue                                                      $        299,943          $        8,700

Cost of revenue                                                       152,659                     802

Gross profit                                                          147,284                   7,898

Non-cash compensation                                               1,940,856                 202,033
Selling, general and administrative expenses                          595,805                 427,465

Loss from operations                                               (2,389,377)               (621,600)

Other income (expenses):
   Miscellaneous                                                            -                  50,622
   Interest expense                                                   (16,551)               (123,608)

Loss before income taxes                                           (2,405,928)               (694,586)

Income taxes                                                                -                       -

Net Loss                                                           (2,405,928)               (694,586)

Other comprehensive income (loss)                                      12,931                 (38,192)

Comprehensive loss                                                 (2,392,997)               (732,778)

Loss per share - basic and diluted                                      (0.01)                  (0.02)

Weighted average shares outstanding - basic and diluted           206,608,019              46,079,414
</TABLE>

The accompanying notes form an integral part of these condensed
consolidated financial statements

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

<TABLE>
<CAPTION>
                                                              Three Months              Three Months
                                                                  Ended                    Ended
                                                              September 30,             September 30,
                                                                  2003                      2002
<S>                                                          <C>                       <C>
Cash flows used for operating activities:
Net loss                                                     $    (2,405,928)          $      (694,586)
Adjustments to reconcile net loss to net cash
  used for operating activities:
Depreciation and amortization                                        107,337                    57,173
Non-cash compensation                                              1,940,856                   202,033
Amortization of financing cost on convertible
notes payable                                                              -                    47,500
Amortization of discount for beneficial conversion
features on convertible notes payable                                      -                    31,880

Changes in assets and liabilities:
(Increase) decrease in assets
Accounts receivable                                                   14,137                         -
Inventories                                                                -                    (3,597)
Prepaid salaries - officers                                           30,000                         -
Deferred revenue                                                     (18,069)                        -
Other assets                                                         (18,328)                    1,811
Increase in liabilities
Accounts payable and accrued expenses                                 64,172                    67,650
Due to shareholders                                                   16,475                         -
Accrued salaries - related parties                                         -                    57,500

Total adjustments                                                  2,136,580                   461,950

Net cash used for operating activities                              (269,348)                 (232,636)

Cash flows used for investing activities:
Purchase of property and equipment                                   (24,417)                        -
Purchase of software and capitalized software cost                   (85,932)                        -
Deposits on acquisition of Rahaxi Processing Oy.                           -                   (50,000)
Investment in TransAxis, Inc.                                        (75,000)                        -

Net cash used for investing activities                              (185,349)                  (50,000)

Cash flows provided by financing activities:
Principal proceeds from line of credit agreement                           -                     7,768
Repayment on overdraft                                                     -                    (9,578)
Proceeds from issuance of notes payable                                    -                   150,000
Proceeds from sale of common stock                                    99,985                   150,000
Proceeds from exercise of stock options/warrants                     307,500                         -
Advances (repayments) from related party, net                          8,206                   (26,371)

Net cash provided by financing activities                            415,691                   271,819
Net decrease in cash and cash equivalents                            (39,006)                  (10,817)

Effect of exchange rate changes on cash                               17,366                    38,806

Cash and cash equivalents, beginning of period                       264,423                     2,441

Cash and cash equivalents, end of period                             242,783                    30,430

Supplemental disclosure of cash flow information:
     Interest paid                                                         -                    29,984
     Income tax paid                                                       -                         -
Shares and warrants issued for service                             1,940,856                   202,033

Prepaid financing cost as increase of
convertible notes payable                                                  -                   135,720

Discount for beneficial conversion
features on convertible notes payable                                      -                    44,444

Loan payable to a stockholder related to
a deposit transferred to the Company                                       -                         -
</TABLE>



The accompanying notes form an integral part of these condensed
consolidated financial statements

                             FREESTAR TECHNOLOGY CORPORATON
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)

1.  BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis of Presentation.

The accompanying unaudited condensed consolidated financial statements
of FreeStar Technology Corporation, a Nevada corporation ("Company"),
have been prepared in accordance with the instructions to Form 10-QSB
and do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete consolidated 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, 2003.  In the opinion of management, these
condensed consolidated financial statements reflect all adjustments
which are of a normal recurring nature and which are necessary to
present fairly the financial position of the Company as of September
30, 2003, and the results of operations for the three-month periods
ended September 30, 2003 and 2002, and cash flows for the three-month
periods ended September 30, 2003 and 2002. The results of operations
for the three-month period ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the
entire fiscal year.

Nature of Business Operations.

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

The Company intends to have four main revenue sources: (1) sales of
its PaySafe devices "ePayPad"; (2) processing fees related to the
transactions through the use of ePayPad and merchant services (the
Company intends to charge a fee for these transactions ranging
from0.3% to 1.3% of the value of the transaction); (3) revenue from
the Company's transaction fees stemming from its Internet Payment
Gateway; and (4) revenue stemming from Rahaxi Processing Oy which,
derives income from the transaction fees it receives from processing
online point of sale terminal transactions.

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

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

2.  ACQUISITION OF TRANSAXIS, INC.

On September 24, 2003, the Company entered into a stock purchase
agreement with certain shareholders of TransAxis, Inc. ("TransAxis")
(formerly Digital Courier Technologies, Inc.) for the acquisition of a
majority of the common stock of this publicly held company.  The terms
of the acquisition provide for the Company to purchase a majority of
the shares that consist of the following: (a) the 2,916,533 shares
that will be outstanding upon the conversion of certain debt of
TransAxis ("Conversion Right"); and (b) the 805,000 shares of company
common stock issued and outstanding.  In exchange the Company is to
issue on a pro rata basis based on the sellers' current percentage
beneficial ownership of TransAxis common stock (including the
beneficial ownership of the TransAxis common stock represented by the
Conversion Right) the aggregate number of shares of Company common
stock which is the greater of (i) 7,000,000 shares of common stock, or
(ii) that number of shares of common stock equal to $1,260,000 divided
by the average closing bid price per share of the common stock on the
five days prior to the closing date.

On October 8, 2003, the parties amended the original purchase
agreement.  The following was amended under this document:

     (a)  The Registration Rights Agreement (Exhibit B to the
     agreement) was amended so that the Company is to use commercially
     reasonable efforts to cause a Form SB-2 registration statement
     covering re-sales of all of the shares of Company common stock to
     be issued to or on behalf of the Sellers at the closing to be
     filed with the Securities and Exchange Commission within 180 days
     after the closing. Thereafter, the Company is to use commercially
     reasonable efforts to have this registration statement declared
     effective as promptly as possible, and to keep this registration
     statement effective until the earlier of (i) one year following
     the effectiveness date or (ii) that date on which all of the
     common stock covered by the registration statement may be resold
     without further restriction pursuant to Rule 144 under the
     Securities Act of 1933.

     (b)  The parties to the agreement concur that the original amount
     of Company common stock to be issued in connection with the
     Agreement is 31,500,000 shares, but that due to a certain
     liability of TransAxis, the total amount of common stock to be
     issued by the Company is reduced to 25,312,053.  In addition, due
     to a missing stock certificate of that company, the Company will
     be required to deliver a further reduced total of 25,183,418
     shares of common stock at the closing, with the remaining 128,585
     shares only upon delivery to the Company the missing stock certificate.

In compliance with the agreement and the amendment, on October 15,
2003, the Company issued and delivered a total of 25,183,418
restricted shares of common stock for approximately 87% of the shares
of TransAxis, and this transaction was closed.  The closing date of
the transaction, October 15, 2003, was considered the effective date
of the acquisition as all the terms and details were finalized and
executed.  TransAxis's financial statements will be included in the
Company's consolidated financial statements after October 15, 2003.

3.  NOTES RECEIVABLE

On September 24, 2003, the Company entered into a stock purchase
agreement with certain shareholders of TransAxis, Inc. ("TransAxis")
(formerly Digital Courier Technologies, Inc.) for the acquisition of a
majority of the common stock of this publicly held company.  In
anticipation of this transaction and while in the negotiation stage,
in July 2003, the Company loaned to TransAxis the amount of $75,000
via two senior secured convertible note agreements in the amount of
$50,000 and $25,000, respectively (the "Bridge Notes").  The Bridge
Notes carry interest at the rate of (i)12.5 % per year from September
1, 2003, provided that the Company does not hold less than 70%
interest of the outstanding capital stock of TransAxis at August 31,
2003, and (ii)  15% per annum commencing January 1, 2004, provided
that the Company has not completed the acquisition of TransAxis by
this date.  The Bridge Notes are senior obligation of TransAxis, Inc.
and payment is secured by a security agreement between the two parties.

The Bridge Notes matured on September 29, 2003 without being paid.  If
the Bridge Notes are not paid in full before December 31, 2003, the
Company has the option for a one-year period to convert the Bridge
Notes without payment of any other consideration into common stock of
TransAxis according to the following: at least the number of shares
which will prove 5% ownership of the outstanding shares of TransAxis,
and shall be increased by 1% for each additional $15,000 of loans or
accrued interest thereon that the Company maintains with TransAxis.

Since the Company purchased majority interest of TransAxis effective
October 15, 2003, the Company classified these notes receivable as
investment in the accompanying condensed consolidated balance sheet
and will include this amount in the calculation of the purchase price
of TransAxis in the quarter ended December 31, 2003.

4.  COMMON STOCK

Issuance of Common Stock for Service.

During the quarter ended September 30, 2003, the Company issued
6,350,000 S-8 shares of its common stock to various consultants and
legal counsel for current and future services.

During the quarter ended September 30, 2003, the Company issued
20,000,000 restricted shares of its common stock to various
consultants for current and future services.

Sale of Common Stock.

During the quarter ended September 30, 2003, the Company sold
15,700,000 restricted shares of its common stock to various investors
at $0.01 per share for an aggregate amount of $157,000.  The company
received cash proceeds of $99,985 and expected to receive the
remaining $57,015 in the quarter ended December 31, 2003.

Issuance of Shares for Rahaxi Acquisition.

During the quarter ended September 30, 2003, the Company issued
8,100,000 shares of common stock pursuant to the acquisition of Rahaxi
Processing Oy ("Rahaxi").  The issuance of these shares had been
included in the calculation of the purchase price of Rahaxi during the
fiscal year ended June 30, 2003.  The Company issued an additional
37,000 shares pursuant to the Rahaxi acquisition pursuant to an
adjustment to Addendum #3 of the Purchase Agreement.  Fair value of
these additional share issued was immaterial to the purchase price.

Warrants and Stock Options to Consultants.

During the quarter ended September 30, 2003, the Company granted
9,000,000 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 $0.023 to $0.05 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
range of 2.65% (iii) expected volatility ranging between 118% to 156%
and (iv) an expected life of 1/2 year. The fair value of these options
was $298,187, which was expensed in the quarter ended September 30, 2003.

Exercise of Warrants/Options.

During the quarter ended September 30, 2003, the 9,000,000 options
granted were exercised resulting in the issuance of 9,000,000 shares
of the Company's common stock for an aggregate exercise price of
$342,000.   The Company received cash proceeds of $307,500 and
expected to receive the remaining $34,500 in the quarter ended
December 31, 2003.

5.  SEGMENT INFORMATION

The Company currently operates two business segments: (1) the sale of
its secure transaction processing system ePayPad and related service,
and (2) transaction processing fees generated through its wholly owned
subsidiary, Rahaxi.  Intercompany receivable and payable payables are
subtracted from the total assets and liabilities for the segments,
which are eliminated in consolidation and therefore, do not themselves
impact consolidated results.

                                           PaySafe     Rahaxi
                                           System      Payment
                                                      Processing     Total

                                 For the Three Months Ended September 30,2003

Revenue                                   $      -    $   299,943  $  299,943
Income (loss) from operations          $(2,415,039)   $    25,662  $(2,389,377)

                                            As of September 30, 2003

Total assets                           $   432,083    $ 4,672,636  $ 5,104,719

Total liabilities                      $ 1,260,542    $   611,041  $ 1,871,583

6.  RELATED PARTY TRANSACTIONS

The Company's president and shareholder, Paul Egan, has advanced funds
to the Company for its operations.  These amounts include advances of
$283,550 and accrued interest of $21,421 at September 30, 2003.  The
Company expects to repay this amount as soon as sufficient cash flow
from operations is generated.  Interest on the unpaid balances is
accrued at the rate of 7% per annum.  The Company accrued interest
expense of $4,653 and $6,783, respectively, for the three months ended
September 30, 2003 and 2002.

In December 2002, a 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 September
30, 2003, the Company considered the notes payable and related
expenses totaling $679,869 with this lender group to be satisfied, and
has recorded a payable to the president for this amount plus accrued
interest of $35,693 in the accompanying condensed consolidated balance
sheet at September 30, 2003.  The Company accrued interest of $11,898
related this transaction for the three months ended September 30,
2003.  The Company intends to issue new stock to replace such pledged shares.

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 three months ended September 30, 2003.

7.  GOING CONCERN

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

Through September 30, 2003, the Company has not been able to generate
significant revenue 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.

8.  LEGAL PROCEEDINGS

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

     The following discussion and analysis of financial condition and
results of operations of FreeStar Technology Corporation, a Nevada
corporation ("Registrant" or "Company"), is based upon, and should be
read in conjunction with, its unaudited condensed consolidated
financial statements and related notes included elsewhere in this Form
10-QSB, which have been prepared in accordance with accounting
principles generally accepted in the United States.

Overview.

     The e-payments and e-commerce market is comprised of debit and
credit card issuers, switch interchanges, transaction acquirers and
transaction generators, including Automated Teller Machine ("ATM")
networks, retail merchant locations and the Internet. The routing,
control and settlement of e-payments is a complex activity due to the
large number of locations and variety of sources from which
transactions can be generated, the large number of issuers in the
market, high transaction volumes, geographically dispersed networks,
differing types of authorization and varied reporting requirements.
These activities are typically performed online and must be conducted
24 hours a day, seven days a week.

     The Registrant's products and services are  primarily
focused on facilitating electronic payments ("e-payments") and
electronic commerce ("e-commerce").  These products and services are
used principally by financial institutions, retailers, and e-payment
processors, both in domestic and international markets.

     The payments industry is rapidly transforming.  The
Registrant, after its acquisition of Rahaxi Processing Oy. and the
assets of ePayLatina S.A., believes it is a part of this
transformation.   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 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 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 and merchant services (the
Registrant intends to charge a fee for these transactions ranging from
0.3% to 1.3% of the value of the transaction); (3) revenue from the
Registrant's transaction fees stemming from its Internet Payment
Gateway (estimated to be about 0.5% to 3.5% of the value of the
transaction); 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 in Finland.  For
the nine months ended September 30, 2003, the Registrant's revenue was
primarily generated from the transaction fees through its Finland operations.

Results of Operations.

(a)  Revenue.

     The Registrant recognized revenue of $299,943 for the three
months ended September 30, 2003, an increase of $291,243 compared to
$8,700 for the three months ended September 30, 2002 .  The increased
revenue is mainly due to the revenue derived as a result of the
acquisition of Rahaxi Processing Oy. The Registrant did not own Rahaxi
Processing during the three months ended September 30, 2002.  The
Company expects revenue levels to increase throughout the next twelve
months as we continue to roll out our service offering; however, there
can be no guarantee that our product will be accepted in the
marketplace or that our sales effort will be successful.  Please see
"Factors That May Affect Operating Results", below.

     A significant percentage of the Registrant's revenue  has been
derived from a limited number of the Registrant's customers, primarily
Finnish customers for the Registrant's transaction processing
products.  Approximately 40% of the Registrant's total revenue for the
quarter ended September 30, 2003 was attributable to the Registrant's
ten largest customers.  The future loss of any major customer could
have  a material adverse effect on the Registrant's business,
financial condition and results of operations.

     The majority of  Registrant's revenues have been generated
by its operations outside of the United States, and the Company's
future growth rates and success are in part dependent on continued
growth and success in international markets.  The Registrant expects
this trend to continue through the fiscal year 2004.

(b)  Cost of Revenue.

     The Registrant recorded cost of revenue of $152,659 (50.9% of
revenue) for the three months ended September  30, 2003 compared to
cost of revenue of $802 (9.2% of revenue) for the three months ended
to September  30, 2002.  The increase of $151,857 is due to increased
cost of revenue in relation to the revenue  of Rahaxi.  The increase
in cost of revenue as a percentage of revenue of approximately 45% is
due to a change in the Registrant's sales mix.  Cost of revenue can be
expected to increase in  relation to the level of sales over the
coming twelve months

(c)  Non-cash Compensation.

     During the three months ended  September  30, 2003, the
Registrant recorded $1,940,856 in non-cash compensation, which was an
increase of $1,738,823 compared to $202,033 of non-cash compensation
recorded during the three months ended September  30, 2002.  The
primary components of the increase were: (1) common stock issued to
consultants and amortization of deferred compensation of $1,642,669
related to services performed; and (2) fair value of warrants and
options issued to consultants of $298,187.  The Company expects the
non-cash compensation continue to increase in the future.  As the
Company expands its European market through Rahaxi and the U.S. market
through its newly acquired majority owned subsidiary, TransAxis, a
need for consultants and advisors and related cost will continue to rise.

(d)  Selling, General and Administrative Expenses.

     Selling, general, and administrative expenses ("SG&A") were
$595,805 for the three months ended September 30, 2003, an increase of
$168,340, or approximately 39%, compared to SG&A expenses of $427,465
for the three months ended September 30, 2002.  The increase over the
comparable period of 2002 was due primarily to higher capitalized
software and equipment values, resulting in increased amortization and
depreciation expense; the addition of Rahaxi, which the Company did
not own in 2002; and merchant fees relating to the roll-out of the
Company's services, which did not occur in 2002.

     The rate of future SG&A spending will largely depend on the pace
of the Registrant's  growth in the market for payment processing
products  and upon the cost of outside services and professional fees,
including legal fees relating to litigation.  Additionally, as the
Company continues to market and implement its services, it can be
expected that selling expenses will continue to increase due to
increased focus on obtaining new customers.  The Company intends to
focus additional resources in the areas of sales personnel salaries,
trade show participation, and other promotional expenses

(e)  Interest Expense.

     The Registrant recognized interest expense of $16,551 during the
quarter ended  September  30, 2003, a decrease of $107,057, or
approximately 87%, compared to interest expense of $123,608 for the
period ended September  30, 2002.  The reason is due to lower
borrowings during the quarter ended September 30, 2003.  The Company
had outstanding convertible debentures of  approximately $600,000 as
of September 30, 2002 that was settled in December 2002 with the
common stock personally owned by the President of the Company.  Since
the Company has been able to raise funds through selling its common
stock, the Company has lower outstanding loan balance and  related
interest expense

(f)  Miscellaneous.

     The Company received a non-refundable deposit of $50,000 from
GameBase during the quarter ended September 30, 2002 and has no such
transaction during the quarter ended September 30, 2003.

(g)  Net Loss

     During the three months ended September  30, 2003, the Registrant
recorded a net loss of $2,405,928, an increase of $1,711,342 or
approximately 246%, compared to the net loss of $694,586 realized
during the three months ended September  30, 2002.  The increase was
due primarily to due to an increase in non-cash compensation.

     The Registrant may continue to incur losses on both a
quarterly and annual basis. In addition, the Registrant expects to
continue to incur significant costs of services and substantial
operating expenses.  Therefore, the Registrant will need to
significantly increase revenues to achieve profitability and a
positive cash flow.  The Registrant may not be able to generate
sufficient revenues to achieve profitability.

     The Registrant will attempt to continue to fund its
operations through debt and equity financing until it achieves
profitability, of which there is no guarantee.  The Registrant expects
these concerns regarding its  perceived viability to continue
throughout the fiscal year 2004.

Factors That May Affect Operating Results.

     The operating results of the Registrant can vary significantly
depending upon a number of factors, many of which are outside the
Company's control.  General factors that may affect the Company's
operating results include:

     - market acceptance of and changes in demand for products and services;

     - a small number of customers account for, and may in future
       periods account for, substantial portions of the Company's
       revenue, and revenue could decline because of delays of customer
       orders or the failure to retain customers;

     - gain or loss of clients or strategic relationships;

     - announcement or introduction of new services and products by the
       Company or by its competitors;

     - price competition;

     - the ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - the ability to introduce and market products and services in
       accordance with market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Registrant believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Company intends to invest in marketing, strategic
partnerships, and development of its client base.  If the Registrant
is not successful in promoting its services and expanding its client
base, this may have a material adverse effect on its financial
condition and the ability to continue to operate the business.

     The Registrant is also subject to the following specific factors
that may affect the Company's operating results:

(a)  Competition.

     The market for electronic payment systems and electronic
POS systems is intensely competitive and we expect competition to
continue to increase. The Registrant's competitors for POS systems
include VeriFone, Ingenico and Hypercom amongst others, and companies
such as NetGiro, TradeSafe & ProPay, and SafeDebit for the
Registrant's electronic payment software.  In addition, the companies
with whom we have strategic relationships could develop products or
services, which compete with the Registrant's products or services.
In addition some competitors in the Registrant's market have longer
operating histories, significantly greater financial, technical,
marketing and other resources, and greater brand recognition than the
Company does.  The Registrant also expects to face additional
competition as other established and emerging companies enter the
market for electronic payment solutions.

(b)  Technological and Market Changes.

     The markets in which the Registrant competes are characterized by
rapid technological change, frequent new product introductions,
evolving industry standards and changing needs of customers.  There
can be no assurance that the Registrant's existing products will
continue to be properly positioned in the market or that the Company
will be able to introduce new or enhanced products into the market on
a timely basis, or at all.  Currently, the Registrant is focusing on
upgrading and introducing new products.  There can be no assurance
that enhancements to existing products or new products will receive
customer acceptance.  As competition in the electronic payments
industry increases, it may become increasingly difficult for us to be
competitive .

     Risks associated with the development and introduction of new
products include delays in development and changes in payment
processing, and operating system technologies that could require the
Registrant to modify existing products.  There is also the risk to the
Registrant that there may be delays in initial shipments of new
products. Further risks inherent in new product introductions include
the uncertainty of price-performance relative to products of
competitors, competitors' responses to the introductions and the
desire by customers to evaluate new products for longer periods of time.

(c)  New Versions of Registrant's Products May Contain Errors or Defects.

     The Registrant's electronic payment software products and point
of sale devices are complex and, accordingly, may contain undetected
errors or failures when first introduced or as new versions are
released.  This may result in the loss of, or delay in, market
acceptance of the Registrant's products.  The Registrant has in the
past discovered software errors in the Company's new releases and new
products after their introduction.  The Registrant has experienced
delays in release, lost revenues and customer frustration during the
period required to correct these errors. The Registrant may in the
future discover errors and additional scalability limitations in new
releases or new products after the commencement of commercial
shipments or be required to compensate customers for such limitations
or errors, as a result of which the Registrant's business, cash flow,
financial condition and results of operations could be materially
adversely affected.

(d)  Protection of Proprietary Rights.

     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's
failure to do so could have a negative affect on its business and revenues.

(e)  Economic Slowdown.

     The slowdown in the U.S. and European economies has affected the
market for payment technology solutions, including the Registrant's
products and services, and the Registrant's future financial results
from operations will depend, in part, upon whether this slowdown
continues.  In addition, the Registrant's business can be affected by
the general condition of the world economy, as well as by social,
political and military conditions.  In light of the current economic
environment these factors could have a material adverse impact on the
Registrant's business, operating results, and financial condition and
we may continue to incur losses for the foreseeable future.

(f)  Key Personnel.

     The Registrant's success is largely dependent on the
personal efforts and abilities of the Company's senior management.
The loss of certain members of the Registrant's senior management,
including the Company's chief executive officer, chief financial
officer and chief technical officer, could have a material adverse
effect on the Company's business and prospects.

     The Registrant intends to recruit in fiscal year 2004 employees
who are skilled in e-commerce, payment, funds management, payment
reconciliation, Internet and other technologies. The failure to
recruit these key personnel could have a material adverse effect on
the Registrant's business. As a result, the Registrant may experience
increased compensation costs that may not be offset through either
improved productivity or higher revenue.  There can be no assurances
that we will be successful in retaining existing personnel or in
attracting and recruiting experienced qualified personnel.

(g)  Litigation.

     As stated under Legal Proceedings, the Registrant is subject to a
variety of claims and lawsuits. It is possible that one or more of
these matters could be resolved in a manner that ultimately would have
a material adverse impact on the Registrant's business, and could
negatively impact its revenues, operating margins, and net income.

Liquidity and Capital Resources.

     The Registrant had a working capital deficit of $1,364,972 as of
September 30, 2003, which is an increase of approximately 10% from a
working capital deficit of $1,240,392 as of June 30, 2003.  The
Registrant has needed to continually raise capital through private
offerings to fund its operations.

     The Registrant recognizes the need for the infusion of cash
during fiscal 2004.  The Company is pursuing various financing
options. However, there can be no assurance that we will be able to
raise additional funds on favorable terms or at all.

     The Registrant's continued operations, as well as the
implementation of its business plan, will depend upon its ability to
raise additional funds through bank borrowings, equity or debt
financing.  The Registrant estimates that it will need to raise
approximately $5,000,000 over the next twelve months for such
purposes.  However, adequate funds may not be available when needed or
may not be available on favorable terms to the Company.  The ability
of the Registrant to continue as a going concern is dependent on
additional sources of capital and the success of the Company's
business plan.  Regardless of whether the Registrant's cash assets
prove to be inadequate to meet the Company's operational needs, the
Company might seek to compensate providers of services by issuance of
stock in lieu of cash.  The notes to the condensed consolidated
financial statements contained in this Form 10-QSB, as well as the
audited consolidated financial statements contained in the Company's
Form 10-KSB for the year ended June 30, 2003, include substantial
doubt paragraphs regarding the Company's ability to continue as a
going concern.  The Company believes it currently has adequate cash to
fund anticipated cash needs for at least the next three months.

     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, insufficient funding may have a material
adverse effect on our financial condition, which could require the
Company to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the Company to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale
       of the Company.

In addition, if additional shares were issued to obtain financing, or
compensate service providers, existing stockholders may suffer a
dilutive effect on their percentage of stock ownership.

Financing Activities.

     During the three months ended September 30, 2003, the Registrant
sold a total of 15,700,000 shares of common stock in a Regulation S
offering to two individuals and two companies for a total
consideration of $157,000 ($0.01 per share).  The Company received
cash proceeds of $99,985 and expected to receive the remaining $57,015
in the quarter ended December 31, 2003.

Certain Indebtedness.

     (a)  The Registrant's president and a shareholder, Paul Egan, has
advanced funds to the Registrant for the Company's operations.  These
amounts include advances of $283,550 and accrued interest of $21,421
at September 30, 2003.  The Registrant expects to repay this amount as
soon as sufficient cash flow from operations is generated.  Interest
on the unpaid balances is accrued at the rate of 7% per annum.

     (b)  The Registrant has an unsecured note payable with Banc
Nacional de Credito, a Dominican Republic bank, of $5,075 at September
30, 2003.  The note carries an interest rate of 48% and is payable on demand.

     (c)  On March 25, 2002, the Registrant entered into
financing agreements with Boat Basin Investors LLC and Papell
Holdings, Ltd. Under the terms of the agreements, the Registrant
issued 8% convertible notes payable to these two parties, in the
amounts of $70,000 and $200,000.  These convertible notes matured on
March 1, 2003 and were collateralized by 4,000,000 restricted shares
of common stock pledged by the majority stockholder.  The notes were
convertible after 61 days into common stock at the lower of 80% of the
average closing bid price at the conversion date.  If the Registrant,
at any time while these notes are outstanding, does any of the
following, (a) pay stock dividend or any form of distributions on
common shares, (b) subdivide outstanding shares of the common stock
into a larger number of shares, (c) combine outstanding shares of the
common stock into smaller number of shares, or (d) issue by
reclassification of shares of common stock any shares of capital stock
of the Registrant, the conversion price shall be revised per a pre-
defined formula.  During the period ended June 30, 2002, none of the
principal amount was converted to common stock.  The interest is
payable on the earlier of the conversion date of the notes or the
maturity date with any unpaid interest at an accelerated rate of 18%.
Furthermore, the Registrant was required to file a registration
statement by May 25, 2002 for 200% of the number of shares the notes
plus accrued interest can be converted into.

     In addition, since this debt is convertible into equity
at the option of the note holder 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 Emerging Issues Task Force ("EITF") No. 00-27.
The Registrant recorded a discount of $83,077 and amortized $20,769 as
interest expense for the period ended June 30, 2002.  Any unamortized
debt discount related to the beneficial conversion feature will be
charged to interest expense upon conversion.

     The Registrant defaulted on the registration requirement and
consequently was required to pay the investors a 9% penalty on the
amount borrowed.  As of June 30, 2002, the Registrant recorded $24,300
related to the penalties.  In June 2002, this lender group exercised
their rights against the 4,000,000 shares pledged by the president of
the Registrant 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 September 30, 2003 and the litigation is ongoing.

     (d)  On June 27, 2002, the Registrant 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
Registrant's president. The Registrant received $60,000 of the
proceeds in June 2002 and $150,000 in the quarter ended September 30,
2002. The Registrant expensed $2,262 during the year ended June 30,
2002.  The remaining $190,000 represents financing cost. The
Registrant 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 Registrant 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 No. 00-27.  The Registrant 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 Registrant 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 Registrant received an additional $237,000
less $37,000 financing fees from these same lenders.

     In December 2002, this lender group exercised their rights
against the 14,400,000 shares pledged by the president of the
Registrant 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 Registrant 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 this
amount plus accrued interest of $35,693 in the accompanying balance
sheet at September 30, 2003.  The Registrant 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 Registrant is litigating with this lender group regarding
excessive financing cost, number of shares to be returned to the
Registrant 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 three months ended September 30, 2003.

Exchange Rates.

     The Registrant's operations are principally in Dominican Republic
under the name ePayLatina S.A., which are operated in its local
currency, the Dominican Republic Peso; and in Helsinki Finland under
the Rahaxi subsidiary, operated in its local currency, the Euro.  All
assets and liabilities are translated at exchange rates in effect at
the end of the period.  Income statement accounts are translated at
average rates for the period.  Gains and losses from translation of
foreign currency financial statements into U.S. dollars are included
in comprehensive income (loss).  The accumulated foreign currency
translation adjustment was $(5,721) at September 30, 2003.

     A significant portion of the Registrant's revenues and expenses
is denominated in currencies other than U.S. dollars; Rahaxi
Processing Oy. generates its revenue in EUROS.  Any significant change
in exchange rates may have a favorable or negative effect on both the
revenues and operational costs of the Registrant  In particular, the
value of the U.S. dollar to the Euro impacts the Registrant's
operating results.  The Registrant's expenses are not necessarily
incurred in the currency in which revenue is generated, and, as a
result, we are required from time to time to convert currencies to
meet the Registrant's obligations.  In addition, a significant portion
of  the Registrant's financial statements are prepared in Euro and
translated to U.S. dollars for consolidation .

Other.

     The Registrant does not provide post-retirement or post-
employment benefits requiring charges under Statements of Financial
Accounting Standards Nos. 106 and 112.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has 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 Commission has 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: (a) use of estimates in the preparation of financial
statements; and (b) non-cash compensation valuation. The methods,
estimates and judgments the Registrant uses in applying these most
critical accounting policies have a significant impact on the results
the Company reports in its financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires the
Registrant to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going
basis, the Company evaluates these estimates, including those related
to revenue recognition and concentration of credit risk.  The
Registrant bases its estimates on historical experience and on various
other assumptions that is believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.  Actual results may differ
from these estimates under different assumptions or conditions.

(b)  Stock-Based Compensation Arrangements.

     The Registrant intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and
marketing services.  These issuances will be valued at the fair market
value of the service provided and the number of shares issued is
determined, based upon the open market closing price of common stock
as of the date of each respective transaction.  These transactions
will be reflected as a component of selling, general and
administrative expenses in the accompanying statement of operations.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These are statements that relate to future
periods and include, but are not limited to, statements as to the
Registrant's estimates as to the adequacy of its capital resources,
its need and ability to obtain additional financing, the features and
benefits of its products, its growth strategy, the need for additional
sales and support staff, its operating losses and negative cash flow,
its critical accounting policies, its profitability and factors
contributing to its future growth and profitability.  Forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those
discussed above, as well as risks related to the Company's ability to
develop new technology and introduce new products, its ability to
protect its intellectual property, its ability to find additional
financing.  These forward-looking statements speak only as of the date
hereof.  The Registrant expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 3.  CONTROLS AND PROCEDURES.

Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures.

     Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
as of the end of the period covered by the report 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.  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.

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.

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 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 (SA02-224). 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 Registrant, and
certain of its agents, Paul Egan, Ciaran Egan, and others were served
with a first amended complaint in the foregoing action. On June 27,
2002, the case was assigned to Judge John F. Walter for all further
proceedings.

     On July 1, 2002, the Registrant filed a motion to dismiss all
allegations pursuant to Rules 9(b), 12(b)(1) and l2(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 Ron. Judge Walker
granted the Registrant's motion to dismiss each and all claims 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, plaintiff filed a second amended complaint
against the Registrant, Paul Egan, Ciaran Egan, First American Stock
Transfer and Phillip Young alleging breach of contract, writ of
mandate, injunctive relief and an unspecified amount of damages.  On
August 27, 2002, the Registrant 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, Mr. Johnston dismissed the federal action
in its entirety against Registrant, Paul Egan, Ciaran Egan, First
American Stock Transfer and Phillip Young.

FreeStar et al. 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 for 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 him 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 alleging breach of
contract, fraud among other causes of action.  The cross-complaint was
brought against the same defendants in the District Court action and
added new defendants, including Corrigan & Morris LLP and its
partners.  In March 2003, Registrant and other defendants demurred to
Mr. Johnston's cross-complaint. In the face of Registrant's demurrer,
Johnston chose not to oppose, but instead abandoned his complaint.

     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 and costs were awarded to Corrigan & Morris LLP.  The
Registrant has now filed an answer to that cross-complaint.

     Management believes the Registrant has meritorious claims and
defenses to Mr. Johnston's claims and ultimately will prevail on the
merits.  However, this matter remains 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.

vFinance et al. v. FreeStar et al. (Bankruptcy Action).

     On January 9, 2003, vFinance Investments, Richard Rosenblum,
David Stefansky, Marc Siegel, Boat Basin Investors LLC and Papell
Holdings, Ltd. ("Petitioners") filed an involuntary bankruptcy
petition against the Registrant alleging that the Petitioners had
debts that were not the subject of a bona fide dispute.  The
Petitioners sought liquidation and the appointment of a receiver.

     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 the Petitioners 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 in that motion.  The Petitioners owed
and paid the Registrant $40,000 in satisfaction of the settlement.

vFinance et al. v. FreeStar et al. (Civil Action).

     On or about January 22, 2003, vFinance Investments, Richard
Rosenblum, David Stefansky, Marc Siegel, Boat Basin Investors LLC, and
Papell Holdings, Ltd. (collectively, "Plaintiffs") filed a complaint
against Paul Egan, First American Stock Transfer and Phil Young,
president of First American Stock Transfer, in the United States
District Court for the Southern District of New York alleging, among
other claims, fraud, conversion and violations of the Securities
Exchange Act of 1934.  In addition to unspecified money damages, the
Plaintiffs sought an affirmative preliminary injunction against Mr.
Egan and First American Stock Transfer seeking the removal of
restrictive legends placed on 14,400,000 unregistered shares of
Registrant stock purportedly owned by the Plaintiffs.  The Registrant
was not named in the suit.  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 Registrant was an indispensable party.

     On January 29, 2003, U.S. District Judge Robert Sweet held a
hearing on the 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 the
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 (discussed above) was dismissed and the Registrant was added as a
defendant.

     On March 24, 2003, the Plaintiffs filed an amended complaint
against the Registrant, Paul Egan, Ciaran Egan, and Registrant's stock
transfer agent alleging, among other things, that 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 Registrant stock and
damages in an unspecified amount.

     On May 5, 2003, the Registrant filed a counterclaim against the
Plaintiffs and vFinance Investments, Inc.  On that same date, the
Registrant answered Plaintiffs' complaint, denying the allegations.
The Registrant's counterclaim contends that the Plaintiffs and
vFinance breached their fiduciary duties to the Registrant by
recommending and assisting the Registrant in negotiating and drafting
convertible debt financing through floorless convertible notes with
lenders controlled by vFinance.  The Registrant further alleges that
the Plaintiffs and vFinance charged the Registrant exorbitant fees and
otherwise ensured profits of multiples of their original investment by
setting out to destroy the Registrant.  The Registrant and Paul Egan
further allege that vFinance and the Plaintiffs caused them to suffer
damages as a result of their "death spiral" or toxic convertible
financing 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 counter-claim, the Registrant alleges that the
Plaintiffs may have caused the Registrant 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.

     On approximately June 5, 2003, the Plaintiffs replied to the
Registrant's counterclaim denying the allegations.  On June 10, 2003,
vFinance replied to the Registrant's counterclaim and in turn
counterclaimed against the Registrant seeking damages to be determined
at trial.

     On approximately, June 27, 2003, First American Stock Transfer,
Registrant's transfer agent, filed a cross-complaint against the
Registrant seeking indemnification.  In turn, the Registrant replied
to First American's cross-complaint and filed its own cross-complaint
against First American.

     Recently, the Registrant filed a motion to compel production of
documents since certain Plaintiffs have refused to produce such
documents in the course of discovery, claiming that the litigation has
been settled.

     Management believes the Registrant has meritorious claim, setoff
claims and defenses to the Plaintiffs', vFinance's, and First
American's claims.  However, 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.

Securities and Exchange Commission Investigation.

     In January 2003, Freestar was advised by the staff of the Denver
office of the SEC that it had initiated an informal, non-public
inquiry.  Since that time, the staff has sought and received
production of documents and testimony relating to certain financing
transactions entered into by the Registrant, issuance of its stock in
compliance with the registration provisions, 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.

     Freestar has been and expects to continue to cooperate with the
ongoing SEC investigation.  In July 2003, the Registrant learned that
the SEC had issued a formal order of investigation. There is a risk
that an enforcement proceeding will be recommended by the staff of the
Commission as a result of this formal investigation.  Enforcement
proceedings could include allegations by the SEC that Freestar
violated the anti-fraud, registration and books and records provisions
of federal securities laws, and the rules thereunder.  However, it
cannot be predicted with certainty what the nature of such enforcement
proceeding would be, the type of sanctions that might be 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 September 30, 2003:

     (a)  Between July 1, 2003 and September 25, 2003, the Registrant
issued options covering a total of 9,000,000 shares of common stock to
three individuals in connection with various consulting contracts with
the Company.  These options are exercisable into free trading shares
of common stock under the Registrant's Stock Incentive Plan, as
amended.  These options vested immediately on the grant date and have
a strike price of ranging between $0.023 to $0.05 per share.  The fair
value of these options was $298,187, which was expensed in the quarter
ended September 30, 2003.  These options were exercised between July
and September 2003 for an aggregate exercise price of $342,000.

     (b)  On July 18, 2003, the Registrant issued 10,000,000 shares of
common stock to one individual in connection with a consulting
contract with the Company.  These shares were valued at $700,000
($0.07 per share).

     (c)  On June 27, 2003, the parties to an agreement between Heroya
Investments Limited and the Registrant for the acquisition of
privately held Rahaxi Processing Oy. executed a third amendment to
that agreement.  Under this third amendment, the Registrant purchased
the last 13.3% of Rahaxi from Heroya in exchange for Registrant common
stock representing the outstanding cash balance of $502,100, bringing
total equity payments to a cash value equivalent of $4,300,000.  On
August 26, 2003, the Registrant issued 8,137,000 shares of common
stock (previously mistakenly reported in a Form 8-K/A as 8,100,000) to
Heroya under the terms and in satisfaction of this third amendment.

     (d)  On August 26, 2003, the Registrant issued 10,000,000 shares
of common stock to one Company in connection with a consulting
contract with the Company.  These shares were valued at $400,000
($0.04 per share).

     (e)  Between September 23, 2003 and September 29, 2003, the
Registrant sold a total of 15,700,000 shares of common stock to two
individuals and two companies for a total consideration of $157,000
($0.01 per share).  The Company received cash proceeds of $99,985 and
expected to receive the remaining $57,015 in the quarter ended
December 31, 2003.

     No commissions were paid in connection with any of these sales.
All these sales, with the exception of subparagraphs (a) and (b), were
undertaken under Regulation S under the Securities Act of 1933, as
amended ("Act"), by the fact that:

     - the sales were made in offshore transactions;

     - no directed selling efforts were made in the United States by the
       Registrant; and

     - at a reasonable offering restrictions were implemented in
       compliance with Rule 902(g) under the Securities Act of 1933, the
       sale was not made to a U.S. person or for the account or benefit
       of a U.S. person, and the sale was made pursuant under the
       following conditions:

          - each of the purchasers certified that he is not U.S. person
            and was not acquiring the securities for the account or
            benefit of any U.S. person;

          - each of the purchasers agreed to resell such securities only
            in accordance with the provisions of Regulation S, pursuant
            to registration under the Securities Act of 1933, or
            pursuant to an available exemption from registration, and
            agreed not to engage in hedging transactions with regard to
            such securities unless in compliance with the Act;

          - the securities contained a legend to the effect that
            transfer is prohibited except in accordance with the
            provisions of Regulation S, pursuant to registration under
            the Act, or pursuant to an available exemption from
            registration; and

          - the Registrant is required by contract to refuse to register
            any transfer of the securities not made in accordance with
            the provisions of Regulation S, pursuant to registration
            under the Act, or pursuant to an available exemption from
            registration.

     The sales under subparagraphs (a) and (b) were undertaken under
Rule 506 of Regulation D under the Act by the fact that:

     - the sales were made to a sophisticated or accredited investor 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 sale of securities, 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 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.

     Not applicable.

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

     None

ITEM 5.  OTHER INFORMATION.

Disagreement with Former Auditor for ePayLatina, S.A.

     On August 10, 2001, the Registrant purchased all of the assets of
ePayLatina, S.A.  Prior to this acquisition, an audit was conducted on
the books and record of ePayLatina, S.A. by the Dominican Republic
office of Ernst & Young.  This audit, dated August 2, 2001, is
contained in a Form 8-K/A filed with the SEC on November 1, 2001.  For
accounting purposes, this acquisition was accounted for using the
purchase method, with ePayLatina, S.A. as the accounting acquirer in a
reverse acquisition.  Therefore, the historical equity of the
Registrant has been adjusted to reflect the conversion of ePayLatina,
S.A. common stock to that of the Registrant.  Additionally, as a
reverse acquisition, the historical operating results prior to the
acquisition are those of ePayLatina, S.A. and include only the
transactions of the Registrant after the acquisition.

     On October 25, 2002, the current independent auditors for the
Registrant, Stonefield Josephson, Inc. ("Stonefield"), completed an
audit of the books and records of the Registrant for the period from
May 25, 2001 (inception of ePayLatina, S.A.) to June 30, 2002.
Stonefield concluded, as a result of this audit, that: (a) because
ePayLatina, S.A. lacked sufficient documentation to demonstrate to
Stonefield that this company owned free and clear of any liens certain
assets, including equipment and software, previously recorded on
ePayLatina, S.A.'s balance sheet as having a value of approximately
$900,000, this company could no longer properly recognize such items
as assets of this company; and (b) the revenue figures for the
Registrant, based on the ePayLatina, S.A. audit, for the period from
May 25, 2001 to March 31, 2002 (including the intervening quarters),
were recorded improperly and overstated by approximately $150,500.
Both the balance sheet and the income statement in question had
previously been audited by Ernst & Young.

     Prior to the issuance of the audit for the fiscal year ended June
30, 2002, Stonefield attempted on numerous occasions to contact Ernst
& Young to discuss this inconsistency.  In September 2003, Ernst &
Young's Domincan Republic office orally advised Paul Egan that Ernst &
Young continues to stand behind its audit of ePayLatina, and in
particular confirms its opinion that the assets and revenue were both
properly recorded by ePayLatina, S.A. as reflected in the audited
financial statements which they prepared.  Neither the Registrant nor
Stonefield has received any written correspondence from Ernst & Young
supporting their position or evidence of the Registrant's ownership of
such assets.  However, it is the Registrant's understanding that this
matter is still under review by Ernst & Young.

     As a result of the above disagreement, the Registrant has not
amended the Form 8-K noted above.  Once this matter has been resolved,
then a determination will be made by the Registrant as to whether the
Form 8-K is required to be further amended.  However, the Registrant
intends to file amended Form 10-QSB's for the affected periods as a
result of Stonefield's audit.

Acquisition of TransAxis, Inc.

     On September 24, 2003, the Registrant entered into a stock
purchase agreement with certain shareholders of TransAxis, Inc.
("TransAxis") (formerly Digital Courier Technologies, Inc.) for the
acquisition of a majority of the common stock of this publicly held
company (see Exhibit 2.12 to this Form 10-QSB).  The terms of the
acquisition provide for the Registrant to purchase a majority of the
shares that consist of the following: (a) the 2,916,533 shares that
will be outstanding upon the conversion of certain debt of TransAxis
("Conversion Right"); and (b) the 805,000 shares of Registrant common
stock issued and outstanding.  In exchange the Registrant is to issue
on a pro rata basis based on the sellers' current percentage
beneficial ownership of TransAxis common stock (including the
beneficial ownership of the TransAxis common stock represented by the
Conversion Right) the aggregate number of shares of Registrant common
stock which is the greater of (i) 7,000,000 shares of common stock, or
(ii) that number of shares of common stock equal to $1,260,000 divided
by the average closing bid price per share of the common stock on the
five days prior to the closing date.

     On October 8, 2003, the parties amended the original purchase
agreement (see Exhibit 2.13 to this Form 10-QSB).  The following was
amended under this document:

     (a)  The Registration Rights Agreement (Exhibit B to the
     agreement) was amended so that the Registrant is to use
     commercially reasonable efforts to cause a Form SB-2 registration
     statement covering re-sales of all of the shares of Registrant
     common stock to be issued to or on behalf of the Sellers at the
     closing to be filed with the SEC within 180 days after the
     closing. Thereafter, the Registrant is to use commercially
     reasonable efforts to have this registration statement declared
     effective as promptly as possible, and to keep this registration
     statement effective until the earlier of (i) one year following
     the effectiveness date or (ii) that date on which all of the
     common stock covered by the registration statement may be resold
     without further restriction pursuant to Rule 144 under the
     Securities Act of 1933.

     (b)  The parties to the agreement concur that the original amount
     of Registrant common stock to be issued in connection with the
     Agreement is 31,500,000 shares, but that due to a certain
     liability of TransAxis, the total amount of common stock to be
     issued by the Registrant is reduced to 25,312,053.  In addition,
     due to a missing stock certificate of that Registrant, the
     Registrant will be required to deliver a further reduced total of
     25,183,418 shares of common stock at the closing, with the
     remaining 128,585 shares only upon delivery to the Registrant the
     missing stock certificate.

     In compliance with the agreement and the amendment, on October 15,
2003, the Registrant issued and delivered a total of 25,183,418
restricted shares of common stock for approximately 87% of the shares
of TransAxis, and this transaction was closed.  The closing date of
the transaction, October 15, 2003, was considered the effective date
of the acquisition as all the terms and details were finalized and
executed.  TransAxis's financial statements will be included in the
Registrant's consolidated financial statements after October 15, 2003.

     In anticipation of this transaction and while in the negotiation
stage, in July 2003, the Registrant loaned to TransAxis the amount of
$75,000 via two senior secured convertible note agreements in the
amount of $50,000 and $25,000, respectively ("Bridge Notes") (see
Exhibits 4.15 and 4.16 to this Form 10-QSB).  The Bridge Notes carry
interest at the rate of (i)12.5 % per year from September 1, 2003,
provided that the Registrant does not hold less than 70% interest of
the outstanding capital stock of TransAxis at August 31, 2003, and
(ii)  15% per annum commencing January 1, 2004, provided that the
Registrant has not completed the acquisition of TransAxis by this
date.  The Bridge Notes are senior obligation of TransAxis, Inc. and
payment is secured by a security agreement between the two parties.

     The Bridge Notes matured on September 29, 2003 without being
paid.  If the Bridge Notes are not paid in full before December 31,
2003, the Registrant has the option for a one-year period to convert
the Bridge Notes without payment of any other consideration into
common stock of TransAxis according to the following: at least the
number of shares which will prove 5% ownership of the outstanding
shares of TransAxis, and shall be increased by 1% for each additional
$15,000 of loans or accrued interest thereon that the Registrant
maintains with TransAxis.

     Since the Registrant purchased majority interest of TransAxis
effective October 15, 2003, these notes receivable will be included in
the calculation of the purchase price of TransAxis in the quarter
ended December 31, 2003.

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

Exhibits.

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

Reports on Form 8-K.

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

     An amended Form 8-K was filed on August 6, 2003 to report that on
July 29, 2003, the Registrant announced in a press release that
it had terminated negotiations with FreeStar Acquisition
Corporation and Hans Thulin, its principal, concerning the
proposed acquisition of all the stock of the Registrant by means
of a cash merger.  the Registrant's board of directors had
determined that the proposed transaction was being restructured
in a manner deemed to be inadvisable and not in the best
interests of its stockholders.

                                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: December 1, 2003                By: /s/ Paul Egan
                                       Paul Egan, President/Chief
                                       Executive Officer

Dated: December 1, 2003                By: /s/ Ciaran Egan
                                       Ciaran Egan,
                                       Secretary/Treasurer/Chief
                                       Financial Officer

                                EXHIBIT INDEX

Number                     Description

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

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

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

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

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

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

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

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

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

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

2.10   Revised Letter of Intent between the Registrant and
       TransAxis, Inc. (formerly known as Digital Courier
       Technologies, Inc.), dated and accepted on June 20, 2003
       (the following exhibits to this document have been omitted:
       Exhibit A: form of a Senior Secured Convertible Note ;
       Exhibit B: Security Agreement; and Exhibit C: Use of
       Proceeds) (incorporated by reference to Exhibit 2.2 of the
       Form 8-K/A filed on June 26, 2003).

2.11   Amendment 3 to Acquisition Agreement between the Registrant
       and Heroya Investments Limited, dated June 27, 2003
       (incorporated by reference to Exhibit 2.4 of the Form 8-K/A
       filed on October 15, 2003).

2.12   Stock Purchase Agreement between the Registrant and the
       stockholders of TransAxis, Inc., dated September 24, 2003
       (incorporated by reference to Exhibit 2.1 of the Form 8-K
       filed on October 24, 2003).

2.13   Amendment to Stock Purchase Agreement between the Registrant
       and the stockholders of TransAxis, Inc., dated October 8,
       2003 (incorporated by reference to Exhibit 2.2 of the Form
       8-K filed on October 24, 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).

4.13   Amended and Restated Non-Employee Directors and Consultants
       Retainer Stock Plan (Amendment No, 2), dated May 25, 2003
       (incorporated by reference to Exhibit 4.1 of the Form S-8
       POS filed on June 2, 2003).

4.14   Amended and Restated Stock Incentive Plan (Amendment No, 2),
       dated May 25, 2003 (incorporated by reference to Exhibit 4.2
       of the Form S-8 POS filed on June 2, 2003).

4.15   Senior Secured Convertible Note issued by TransAxis, Inc. in
       favor of the Registrant, dated July 14, 2003 (see below).

4.16   Senior Secured Convertible Note issued by TransAxis, Inc. in
       favor of the Registrant, dated July 17, 2003 (see below).

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

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

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

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

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

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

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

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

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

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

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

23     Consent of Independent Certified Public Accountants
       (incorporated by reference to Exhibit 23 of the Form 8-K
       filed on November 4, 2003).

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

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

32     Section 1350 Certification (see below).

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

99.2   Press Release issued by the Registrant 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/A filed on April 25, 2003).

99.4   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).

99.5   Text of conference call held on May 21, 2003 (incorporated
       by reference to Exhibit 99.1 of the Form 8-K filed on May
       30, 2003).

99.6   Text of press release, dated May 29, 2003 (incorporated by
       reference to Exhibit 99.2 of the Form 8-K filed on May 30, 2003).

99.7   Press Release issued by the Registrant on July 29, 2003
       (incorporated by reference to Exhibit 99.3 of the Form 8-K/A
       filed on August 6, 2003).

99.8   Text of conference call held on July 29, 2003 (incorporated
       by reference to Exhibit 99.4 of the Form 8-K/A filed on
       August 6, 2003).

99.9   Text of press release, dated October 16, 2003 (incorporated
       by reference to Exhibit 99 of the Form 8-K filed on October
       24, 2003).