SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ANNUAL REPORT


                                   Form 10- Q

                                  ANNUAL REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the quarter Ended March 31, 2001


                                 VIAPAY LIMITED
               (Exact Name of Registrant as Specified in Charter)

          Nevada                      000-28309               88-0430739
(State or Other Jurisdiction        (Commission             (IRS Employer
    of Incorporation)               File Number)          Identification No.)

Abbey House, 450 Bath Road, Longford, Heathrow                     UB7 0EB
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code        0208-757-5800

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

Securities registered pursuant to Section 12(g) of the Act:
     Common Stock

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) has been subject to such
filing requirements for the past 90 days. Yes[_] No [X]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Aggregate  market value of the voting and non-voting  common equity held by non-
affiliates of the registrant: $ 17,559,844

Number of shares of Common Stock outstanding:  18,730,500


<PAGE>

Documents incorporated by reference: none

This document contains forward-looking statements. These statements relate to
future events or Viapay's future financial performance. In some cases, one can
identify forward-looking statements by terminology. For example, "may", "will",
"should", "expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", or the negative of these terms or other comparable
terminology, indicate forward-looking statements. These statements are only
predictions. Actual events or results may differ materially. In evaluating these
statements, one should specifically consider various factors, including the
risks outlined in the Risk Factors section. These factors may cause Viapay's
actual results to differ materially from any forward-looking statement.

Although it believes that the expectations reflected in the forward-looking
statements are reasonable, Viapay cannot guarantee future results, levels of
activity, performance or achievements. Accordingly, neither Viapay nor any other
person assumes responsibility for whether the forward-looking statements
ultimately prove accurate. Viapay will not update any of the forward-looking
statements after the date of this annual report to conform them to actual
results or to changes in Viapay's expectations that occur after the date of this
annual report.

PART  I. - FINANCIAL INFORMATION

Item 1.           Financial Statements

Viapay Limited (A Development Stage Company)
Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                            Unaudited
                                                                                            March 31,
                                                                                              2001
<S>                                                                                    <C>
Assets
Current Assets
Cash and cash equivalents .........................................................              2,363
Amounts receivable.................................................................            196,456
Prepaids and other current assets..................................................             43,595
                                                                                       ----------------
Total current assets...............................................................            242,414
Property and equipment, net........................................................            211,693
                                                                                       ----------------
Total assets.......................................................................         $  454,107
                                                                                       ================


Liabilities and Shareholders' Equity
Current Liabilities:
Bank overdraft.....................................................................             10,129
Accounts payable...................................................................          1,425,687
Accrued liabilities................................................................          1,712,901
Short-term debt ...................................................................          1,800,000
                                                                                         --------------
Total current liabilities, being total liabilities ................................         $4,948,717
                                                                                         --------------
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                         <C>
Shareholders' Equity:
Ordinary shares, US$0.001 par value, 200,000,000 shares authorized; 18,730,500
issued and outstanding at March 31, 2001 (Note 4) .................................             18,730
Additional paid-in capital ........................................................         11,218,210
Deficit accumulated during the development stage...................................         (8,974,132)
Deferred compensation expense......................................................         (6,879,112)
Accumulated other comprehensive income.............................................            121,694
                                                                                         --------------
Total shareholders' equity ........................................................         (4,494,610)
                                                                                         --------------
Total liabilities and shareholders' equity ........................................        $   454,107
                                                                                         ==============
</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>

Viapay Limited (A Development Stage Company)
Consolidated Statement of Operations

                                                                  Unaudited
                                                             For the three month
                                                                 period ended
                                                                March 31, 2001

General and administrative expenses .......................        (2,216,191)
                                                                 -------------
Operating Loss  ...........................................      $ (2,216,191)
Interest income, net ......................................               316
Exchange loss, net ........................................            47,753
Loss on disposal of property and equipment ................           (19,713)
                                                                 -------------
Loss before provision for income taxes ....................      $ (2,187,835)
Provision for income taxes (Note 5) .......................                --
                                                                 -------------
Net loss, being retained loss for the period...............      $ (2,187,835)
                                                                 =============
Accumulated loss brought forward                                 $ (6,786,297)
                                                                 =============
Net loss per ordinary share - basic and diluted............      $      (0.12)
                                                                 =============
Shares used in computing net loss per share
  amounts -  weighted average..............................        18,628,944
                                                                 =============



The accompanying notes are an integral part of these financial statements.


<PAGE>


         Viapay Limited (A Development Stage Company)
         Consolidated Statement of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                                            Additional                                         Other
                                   Ordinary Shares           Paid In         Deferred       Accumulated    Comprehensive
                                 Shares     Amounts          Capital       Compensation      (Deficit)         Income
<S>                             <C>           <C>         <C>             <C>              <C>                <C>
Balance at December 31, 2000    18,545,500    $ 18,545    $ 10,776,395    $ (6,879,112)    $ (6,786,297)      $ 80,417
Issuance of ordinary shares        185,000    $    185    $    441,815              --               --             --
Currency translation
adjustment                              --          --              --              --               --       $ 41,277
Net Loss                                --          --              --              --     $ (2,187,835)            --
                              -----------------------------------------------------------------------------------------
Balance at March 31, 2001       18,730,500    $ 18,730    $ 11,218,210    $ (6,879,112)    $ (8,974,132)      $121,694
                              =========================================================================================

<CAPTION>
                                      Total              Total
                                  Comprehensive      Shareholders'
                                       Loss              Equity
<S>                             <C>                <C>
Balance at December 31, 2000    $ (6,705,880)      $ (2,790,052)
Issuance of ordinary shares               --       $    442,000
Currency translation
adjustment                      $     41,277       $     41,277
Net Loss                        $ (2,187,835)      $ (2,187,835)
                              -----------------------------------
Balance at March 31, 2001       $ (8,852,438)      $ (4,494,610)
                              ===================================
</TABLE>


The accompanying notes are an integral part of these financial statements

<PAGE>


Viapay Limited (A Development Stage Company)
Consolidated Statement of Changes in Cash Flows

Cash Flows from Operating Activities:
Net loss.......................................................   $ (2,213,035)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation and amortization..................................         24,123
Loss on disposal of property and equipment.....................         19,713
Accounts receivable............................................        150,156
Prepaids and current assets....................................         52,878
Accounts payable ..............................................        459,278
Accrued liabilities ...........................................        557,100
                                                                  ------------
Net cash used in operating activities .........................   $   (949,787)
                                                                  ============

Cash Flows from Investing Activities:
Proceeds from disposal of property and equipment...............            713
                                                                  ------------
Net cash used in investing activities .........................   $        713
                                                                  ------------

Cash Flows from Financing Activities:
Proceeds from sales of ordinary shares (Note 4) ...............        442,000
Proceeds from short-term debt .................................        300,000
                                                                  ------------
Net cash provided by financing activities......................   $    742,000
                                                                  ------------

Net increase in cash and cash equivalents .....................       (207,074)
Effect of exchange rate changes on cash and cash equivalents...         89,030
Cash and cash equivalents at beginning of period...............        110,278
                                                                  ------------
Cash and cash equivalents at end of period ....................   $     (7,766)
                                                                  ============

Supplemental disclosures of cash flow information:
Interest paid ...................................................          275


The accompanying notes are an integral part of these financial statements.


<PAGE>

Viapay Limited (A Development Stage Company)
Notes to the Consolidated Financial Statements

1. Organization, Background, Going Concern and Subsequent Events
Viapay Limited, an Irish corporation, was incorporated on April 6, 2000. In
September 2000, the Company acquired all of the net assets of Interface e.com,
Inc., a Nevada corporation. Interface e.com Inc. was a public company with no
assets other than cash and had not traded. In consideration for the net assets
acquired, all of the outstanding shares of Viapay Limited's Common Stock were
transferred to Interface e.com, Inc., which shares were recorded at the
historical value of the net assets acquired. The acquisition has been treated as
a re-capitalisation of Viapay Limited with Viapay Limited as the acquirer, i.e.
a reverse acquisition. The historic financial statements prior to September 2000
are those of Viapay Limited.

Interface e.com, Inc. subsequently changed its name to Viapay Limited. For
purposes of clarity, Viapay Limited, the Nevada corporation and the entity
defined herein, together with its subsidiaries, as "The Company", is the sole
owner of Viapay Limited, the Irish corporation.

As a result of the above transaction, the accompanying statements of operations
include the results of Viapay Limited for the period from inception (April 6,
2000) through March 31, 2001. In addition, the statement of operations includes
the results of Interface e.com, Inc. from September 2000 through March 31, 2001.

Viapay has wholly-owned subsidiary companies as follows:

Name                                                 Country of Incorporation
Viapay Limited                                       Ireland
Viapay Holdings                                      Ireland
Viapay Technologies Limited                          England, United Kingdom
Viapay Personnel Services Limited Jersey             United Kingdom

2. Summary of Significant Accounting Policies

Basis of Preparation

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Viapay Limited and its subsidiaries in Ireland and The United Kingdom (together
"the Company") after eliminating all material inter-company transactions and
balances.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

<PAGE>

Foreign Currency

The functional currency of Viapay Limited is the U.S. dollar. As it is
anticipated that most of their transactions will be denominated in U.S. dollars,
the functional currency of the Irish subsidiaries is also the U.S. dollar. The
Company's subsidiaries in the United Kingdom operate using local functional
currencies. Accordingly, all assets and liabilities of these subsidiaries are
translated using exchange rates in effect at the end of the period, and costs
are translated using average exchange rates for the period. The resulting
cumulative translation adjustments are presented as a separate component of
shareholders' equity. Realized and unrealized exchange gains or losses from
translation adjustments are reflected in the statement of operations.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful lives of these assets as follows: -

Fixtures and fittings                     5 years
Computer hardware                         3 years
Computer software                         5 years


Property and equipment at March 31, 2001 are summarized as follows: -

                                                  March 31, 2001

Fixtures and fittings                                     3,967
Computer hardware                                       187,862
Computer software                                        79,020
                                                  --------------
Total cost                                              270,849
Less accumulated depreciation                           (59,156)
                                                  --------------
Property and equipment, net                           $ 211,693
                                                  ==============


Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. No losses from impairment have been
recognized in the financial statements.

Research and Development

Internal and external costs incurred in the planning or conceptual development
of software for internal use are expensed as incurred. Once the planning or
conceptual development of software has been achieved, and the project has
reached the application or development stage, the following costs are
capitalized as intangible assets:

     o   External direct costs of materials and services used in the project,
<PAGE>

     o   Payroll and payroll-related costs for employees who are directly
         associated with and who devote time to the project (to the extent of
         the time spent directly on the project), and

     o   Interest cost incurred in the development of the project.

Training and routine maintenance costs are expensed as incurred.

During the period ended March 31, 2001, however, all software development costs
were expensed as incurred, as the amounts qualifying for capitalization were
immaterial. Such costs are recorded as a component of general and administrative
expenses.

Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
which requires the use of an asset and liability method of accounting for
deferred income taxes. Under SFAS No. 109, deferred tax assets or liabilities at
the end of each period are determined using the enacted tax rate expected to
apply to taxable income in the period in which the deferred tax asset or
liability is expected to be settled or realized. Deferred tax assets are
recognized in full subject to a valuation allowance to reduce the amount of such
assets to that, which is more likely than not to be realized.


Fair Value of Financial Instruments

The book values of cash, deposits and prepayments, trade accounts payable, and
other financial instruments approximates their fair values principally because
of the short-term maturities of these instruments.

Cash

The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash.

Advertising

No advertising expenditure was incurred during the period ended March 31, 2001.


Net Loss Per Share

The Company computes net loss per share in accordance with Financial Accounting
Standards Board Statement No. 128 "Earnings Per Share" ("SFAS 128") and SEC
Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128
and SAB 98, basic net loss per share is computed by dividing the net loss
attributed to common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period.

Share-Based Compensation

The Company accounts for share-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees" and

<PAGE>

complies with the disclosure provisions of Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation."

Indirect Taxes

Indirect taxes comprise principally United Kingdom Value Added Tax, which is
paid in acquiring goods and services and subsequently recovered from the Tax
authority.

Comprehensive Income

To date, the Company has not had any transactions that are required to be
reported in comprehensive income, other than foreign currency translation
adjustments arising on consolidation of its subsidiaries in the United Kingdom,
which amounted to a gain of $121,694.

Segment Information

The Company identifies its operating segments based on business activities and
management responsibility.
The Company is a Development Stage company, which will operate in a single
business segment providing an on-line network supporting accounts payments,
clearing and settlement for e-commerce transactions.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for all derivative instruments.
SFAS No. 137 amended SFAS No. 133 to make it effective for fiscal years
beginning after June 15, 2000. In addition, SFAS No. 138, issued in June 2000,
amended SFAS No. 133 in respect of the accounting of certain derivative
instruments and hedging activities. One of the changes introduced by SFAS No.
133 is that it does permit, subject to meeting the appropriate designation and
effectiveness tests, the hedging of anticipated transactions using forward
foreign currency contracts. However, the Company has not yet determined whether
it will take advantage of the hedging strategy permitted by SFAS No. 133 and
therefore it has also not determined what the effect of SFAS No. 133 will be on
the earnings and financial position of the Company.

3. Short-Term Debt

The short-term debt was advanced by a shareholder and is repayable on demand.

4. Shareholders' Equity

Issuances of Ordinary Shares

In July 2000, 2,000,000 of the Company's shares were split via a 9 for 1 split,
thereby resulting in the issue of 16,000,000 ordinary shares.

In August 2000, the Company issued 84,000 ordinary shares of $0.001 at $6.00 per
share, valued at $504,000.


<PAGE>

In September 2000, the Company issued 84,000 ordinary shares of $0.001 at $6.00
per share, valued at $504,000.

In September 2000, the Company issued 277,500 ordinary shares of $0.001 at $6.00
per share, valued at $1,665,000.

In December 2000, the Company issued 100,000 ordinary shares of $0.001 at $5.00
per share, valued at $500,000.

In January 2001 the company issued 60,000 ordinary shares of $0.001 at $3.20
valued at $192,000.

In February 2001 the company issued 125,000 ordinary shares of $0.001 at $2.00
valued at $250,000.


5. Commitments and Contingencies

At March 31, 2001 the Company had not entered into any commitment, except that
it occupies rented offices on a month-to-month basis at a monthly rental of $
20,083.


6. Segmental Information

The Company is a Development Stage company, which will operate in a single
operating segment, providing an on-line network supporting accounts payments,
clearing and settlement for e-commerce transactions.

The following is a summary of enterprise-wide geographic area information:

                                                       March 31, 2001
Long lived assets, net
Country of Domicile
United States...................................                  --
Foreign Countries -
Ireland.........................................                  --
United Kingdom..................................           $ 283,044
                                                      ---------------
Consolidated total .............................           $ 283,044
                                                      ===============

7. Net Loss per Ordinary Share

                                                      For the three -
                                                        month period
                                                    ended March 31, 2001

Net loss                                               $  (2,187,835)
                                                      ===============

Denominator:
Weighted average ordinary shares - basic                  18,628,944
                                                      ===============

<PAGE>

The effect of the various share options issued during the period (Note 4) have
not been included in the computation of diluted net loss per share in the period
ended March 31, 2001 as to do so would have been antidilutive


Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operation

THE FOLLOWING PRESENTATION OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF VIAPAY
LIMITED AND SUBSIDIARY SHOULD BE READ IN CONJUNCTION WITH VIAPAY'S CONSOLIDATED
FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA INCLUDED HEREIN.

Viapay is still in the development stage. No revenues were recorded for the
three month period to March 31.

Viapay has incurred losses since inception and at 31 March 2001 accumulated
losses totalled $ 8.9 million. Expenses incurred for the period since inception
consisted of general and administrative expenses relating to the development of
the company.

The company was formed subsequent to 31 March 2000, therefore no comparative
figures are available.

Liquidity and Capital Resources

On March 30 1999 Viapay issued 1,000,000 Rule 144 shares of common stock at par
value of $0.001 per share to previous directors and officers of the company.

During April 1999, Viapay sold and issued a total of 1,000,000 of its common
shares to 33 non-affiliated private investors for cash aggregating $50,000 in
private sale transactions. The shares were sold at a price of $0.05 per share.
The shares were issued under an exemption from registration pursuant to Rule
504, Regulation D of the Securities Act of 1933.

In August 2000 Viapay issued 84,000 shares at $6.00 per share under Regulation S
for a total of $504,000. .

In September 2000 Viapay issued 84,000 shares at $6.00 per share under
Regulation S for a total of $504,000.

In September 2000 Viapay issued 277,500 shares at $6.00 per share under
Regulation S for a total of $1,790,000 .

In December 2000 Viapay issued 100,000 shares at $5.00 per share under
Regulation S for a total of $ 500,000

In January 2001 in return for an investment of $192,000 Viapay issued 60,000
shares at $3.20 per share under Regulations S together with five-year warrants
to purchase 30,000 shares at $3.20 per share.
<PAGE>

In February 2001 the company issued 125,000 shares at $2.00 per share under
Regulation S for a total of $250,000.

In addition to raising capital by means of the foregoing equity issuances,
Viapay has borrowed $1.945 million from Pacific Capital Management Inc and
$100,000 from First E-Com.com through non interest- bearing loans repayable on
demand.

Management and Viapay's advisors are actively engaged in raising additional
finance. Viapay has engaged a number of institutions to raise financing.

Viapay monthly costs are approximately $160,000 the majority of which are salary
costs with the remainder including rent, travel and administrations costs.

Viapay estimates that an additional $13 million will be required to retire all
existing liabilities (other than the $1.945 million loan), complete the
development of its products and commence commercial roll out. It also estimates
that it will require a further $5 million to finance its ongoing commercial
development until the earliest time management believes that it could become
cash generative in late 2003.

Subject to the completion of financing ViaPay will undertake significant pilot
project work and sales and marketing over the next 12 months. Employee numbers
are expected to increase significantly and Viapay expects to enter into a range
of contracts covering technology purchases, software development, communications
infrastructure and distribution agreements as well as pilot programs with
participating banks.


Inflation

Viapay does not believe that inflation will have a material impact on its future
operations.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Securites Holders

None


<PAGE>

Item 5.  Other Information

Viapay is a development stage company that has been established to create for
the international banking industry a secure, on-line network via the internet
that supports multi account payments, clearing and settlement for e commerce
transactions. This network will be supported by a number of value added services
for banks that utilise the network, which will generate transaction volume
through the system. The first service planned is a sophisticated online
bank-branded shopping forum (incorporating order fulfilment and logistical
support). This will enable global access by the retail consumers of any
participating bank to goods and services offered on line by any merchant of any
participating bank. Viapay will subsequently develop a range of other value
added services to the banking industry that will utilise Viapay's online network
thereby leveraging the investment in the infrastructure.


Viapay's business and results of operations and the trading price of Viapay's
common stock are subject to the following risks:

Lack of Financing

On May 11, Viapay had $ 65,140 in cash as compared to liabilities of $ 2.31
million, not including loans payable of an additional $ 2.045 million. Unless
Viapay receives an infusion of cash very shortly, it may be forced to
discontinue operations or declare bankruptcy at any time in the immediate
future. In such an event, Viapay's securities will become worthless. In order to
retire its existing liabilities (other than loans), complete the development of
its product and commence commercial deployment, Viapay estimates that it will
require an additional $13 million in 2001. At present, management estimates that
Viapay's monthly costs are approximately $ 160,000. Even if it is able to
commence commercial deployment, Viapay does not expect to generate positive cash
flow at that stage, and so additional financing, perhaps substantial, will be
required thereafter. Management estimates that it will require $ 5 million in
addition to the $ 13 million referred to above before the end of 2003, which is
earliest date that management believes Viapay would become self-financing. These
financings, required immediately and later, may significantly dilute the
interests of Viapay's existing stockholders. While Viapay believes these
estimates to be reasonable, the actual amount required may be greater. While
management and its advisors are actively engaged in the raising of additional
finance, there can be no assurance that Viapay will ever be able to raise any
additional financing on terms that it finds acceptable or on any terms
whatsoever, and there is no assurance that Viapay will ever become
self-financing.


Viapay has Incurred Losses and Expects Future Losses

Viapay has experienced operating losses in each period since inception and
expects these operating losses to continue in the foreseeable future. On March
31, 2001, Viapay had an accumulated deficit of $ 8.9 million. Viapay may not
have sufficient resources to increase its revenues enough to achieve
profitability. Viapay's failure to increase its revenues

<PAGE>

significantly would seriously harm Viapay's business and operating results. In
fact, Viapay may not have any revenue growth.

As Viapay's products will be new and strategically important for banks, the
banks' decision- making process regarding their purchase may be lengthy. Viapay
anticipates a sales cycle of up to a year for a large bank. Management of the
cycle to avoid wasted time on unlikely accounts will be difficult.

Viapay Expects an Increase in Operating Expenses

Viapay intends to increase operating expenses as it:

     o   Expands sales and marketing activities;

     o   Bolsters technical support and development; and

     o   Raises customer support levels.

The amount of this increase will depend entirely upon the extent to which Viapay
undertakes the above activities. Viapay must generate significant revenues in
order to continue as a going concern and ultimately to become profitable.
Expenses will be incurred before Viapay generates any significant revenues as a
result of such incurrance. If Viapay does not significantly increase revenues
from these efforts, Viapay's business and operating results would be seriously
harmed. There is no assurance that Viapay will ever increase revenues enough to
become profitable.


Viapay Depends on Continued Use of the Internet and Growth of
E-commerce

Rapid growth in the use of the Internet has occurred only recently. As a result,
its acceptance and use may not continue to develop at historical rates, and a
sufficiently broad base of consumers may not adopt, or continue to use, the
Internet and other online services as a medium of commerce. Demand and market
acceptance for recently introduced services and products over the internet are
subject to a high level of uncertainty, and there exist few proven services and
products.

The internet may not be accepted as a long-term commercial marketplace for a
number of reasons, including potentially inadequate development of the necessary
network infrastructure or delayed development of enabling technologies and
performance improvements. Viapay's success will depend, in large part, upon
third parties maintaining the Internet infrastructure to provide a reliable
network backbone with the necessary speed, data capacity, security and hardware
for reliable Internet access and services. Viapay has no direct influence over
these third parties.

Shareholders Will Receive No Dividends

Viapay has never paid dividends and has no current plans to do so.

<PAGE>

Given Viapay's financial position, it is unlikely that it will pay any dividends
in the foreseeable future. Viapay plans instead to retain earnings, if any, to
fund internal growth.

Item 6.  Exhibits and Reports on Form 8-K

None



                                   SIGNATURES

Pursuant to the requirements 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.

                                       ViaPay Limited



May 14, 2001                           By: /s/ John Draheim
                                           -------------------------------------
                                           John Draheim, Secretary and Treasurer