SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                QUARTERLY REPORT

                                  Form 10- Q/A

                                QUARTERLY 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: $ 13,111,350

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

Documents incorporated by reference: none

<PAGE>


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.

<PAGE>


PART I. - FINANCIAL INFORMATION


Item 1. Financial Statements

Viapay Limited (A Development Stage Company)
Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                  Unaudited
                                                                                   March 31      December 31,
                                                                                     2001            2000
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
Assets
Current Assets
Cash and cash equivalents ....................................................          2,363         110,278
Amounts receivable ...........................................................        196,456         346,612
Prepaids and other current assets ............................................         43,595          96,473
                                                                                 ------------    ------------
Total current assets .........................................................        242,414         553,363
Property and equipment, net ..................................................        211,693         283,044
                                                                                 ------------    ------------
Total assets .................................................................   $    454,107    $    836,407
                                                                                 ============    ============

Liabilities and Shareholders' Equity
Current Liabilities:
Bank overdraft ...............................................................         10,129              --
Accounts payable .............................................................      1,425,687         970,658
Accrued liabilities ..........................................................      1,712,901       1,155,801
Short-term debt ..............................................................      1,800,000       1,500,000
                                                                                 ------------    ------------
Total current liabilities, being total liabilities ...........................   $  4,948,717    $  3,626,459
                                                                                 ------------    ------------

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          18,545
Additional paid-in capital ...................................................     11,218,210      10,776,395
Deficit accumulated during the development stage .............................     (8,974,132)     (6,786,297)
Deferred compensation expense ................................................     (6,879,112)     (6,879,112)
Accumulated other comprehensive income .......................................        121,694          80,417
                                                                                 ------------    ------------
Total shareholders' equity ...................................................     (4,494,610)     (2,790,052)
                                                                                 ------------    ------------
Total liabilities and shareholders' equity ...................................   $    454,107    $    836,407
                                                                                 ============    ============
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                 Unaudited           Period from
                                                                            For the three month     Incorporation
                                                                                period ended      (April 6, 2000) to
                                                                               March 31, 2001        March 31, 2001
                                                                                ------------          ------------
<S>                                                                             <C>                   <C>
General and administrative expenses ...................................           (2,216,191)           (8,244,317)
Non-cash share compensation expenses ..................................           (2,216,191)             (740,828)
                                                                                ------------          ------------
Operating Loss ........................................................         $ (2,216,191)         $ (8,985,145)
Interest income, net ..................................................                  316                16,112
Exchange loss, net ....................................................               47,753                14,614
Loss on disposal of property and equipment ............................              (19,713)              (19,713)
                                                                                ------------          ------------
Loss before provision for income taxes ................................         $ (2,187,835)         $ (8,974,132)
Provision for income taxes ............................................                   --                    --
                                                                                ------------          ------------
Net loss, being retained loss for the period ..........................         $ (2,187,835)         $ (8,974,132)
                                                                                ============          ============
Accumulated loss brought forward ......................................         $ (6,786,297)                   --
                                                                                ============          ============
Net loss per ordinary share - basic and diluted .......................            $ $(0.49)          $      (0.12)
                                                                                ============          ============
Shares used in computing net loss per share amounts -  weighted average           18,628,944            18,315,235
                                                                                ============          ============
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                Additional                                   Other         Total          Total
                           Ordinary Shares       Paid In      Deferred      Accumulated  Comprehensive  Comprehensive  Shareholders'
                          Shares     Amounts     Capital     Compensation    (Deficit)      Income          Loss          Equity
<S>                     <C>          <C>       <C>           <C>            <C>            <C>          <C>            <C>
Balance at
  April 6, 2000          2,000,000    $2,000            --            --             --          --              --         $2,000
Share Split             16,000,000   $16,000      $(16,000)           --             --          --              --             --
Issuance of ordinary
  shares                   545,500      $545    $3,172,455            --             --          --              --     $3,173,000
Deferred Compensation           --        --    $7,619,940   $(7,619,940)            --          --              --             --
Amortisation of
  Deferred  Compensation        --        --            --      $740,828             --          --              --       $740,828
Currency translation
  adjustment                    --        --            --            --             --     $80,417         $80,417        $80,417
Net Loss                        --        --            --            --    $(6,786,297)         --     $(6,786,297)   $(6,786,297)
Balance at
  December 31, 2000     18,545,500   $18,545   $10,776,395   $(6,879,112)   $(6,786,297)    $80,417     $(6,705,880)   $(2,790,052)
Issuance of ordinary
  shares                   185,000      $185      $441,815            --             --          --              --       $442,000
Currency translation
  adjustment                    --        --            --            --             --     $41,277         $41,277        $41,277
Net Loss                        --        --            --            --    $(2,187,835)         --     $(2,187,835)   $(2,187,835)
                        ----------   -------   -----------   -----------    -----------    --------     -----------    -----------
Balance at
  March 31, 2001        18,730,500   $18,730   $11,218,210   $(6,879,112)   $(8,974,132)   $121,694     $(8,852,438)   $(4,494,610)
                        ==========   =======   ===========   ===========    ===========    ========     ===========    ===========
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                     Unaudited           Period from
                                                                                For the three month     Incorporation
                                                                                   period ended      (April 6, 2000) to
                                                                                   March 31, 2001       March 31, 2001
<S>                                                                                 <C>                  <C>
Cash Flows from Operating Activities:
Net loss ..................................................................         $(2,213,035)         $(8,999,332)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization .............................................              24,123               68,585
Share compensation charges ................................................                  --              740,828
Loss on disposal of property and equipment ................................              19,713               19,713
Change in accounts receivable .............................................             150,156              (30,677)
Change in prepaids and current assets .....................................              52,878             (209,374)
Change in accounts payable ................................................             459,278            1,429,936
Change in accrued liabilities .............................................             557,100            1,712,901
                                                                                    -----------          -----------
Net cash used in operating activities .....................................         $  (949,787)         $(5,267,420)
                                                                                    ===========          ===========

Cash Flows from Investing Activities:
Purchase of property and equipment net ....................................                  --             (327,506)
Proceeds from disposal of property and equipment ..........................                 713                  713
                                                                                    -----------          -----------
Net cash used in investing activities .....................................         $       713          $  (326,793)
                                                                                    -----------          -----------

Cash Flows from Financing Activities:
Proceeds from sales of ordinary shares (Note 4) ...........................             442,000            3,615,000
Proceeds from sales of ordinary shares (Note 4) ...........................                  --                2,000
Proceeds from short-term debt .............................................             300,000            1,800,000
                                                                                    -----------          -----------
Net cash provided by financing activities .................................         $   742,000          $ 5,417,000
                                                                                    -----------          -----------

Net increase in cash and cash equivalents .................................            (207,074)            (177,213)
Effect of exchange rate changes on cash and cash equivalents ..............              89,030              169,447
Cash and cash equivalents at beginning of period ..........................             110,278                   --
                                                                                    -----------          -----------
Cash and cash equivalents at end of period ................................         $    (7,766)         $    (7,766)
                                                                                    ===========          ===========

Supplemental disclosures of cash flow information:
Interest paid .............................................................                 275                  308
</TABLE>

<PAGE>


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


1.   Organization & Background

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

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission  and, in the  opinion of  management,
include all adjustments, consisting only of normal recurring accruals, necessary
to present fairly the resulting  operations for the indicated  periods.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations.  Although  the
Company  believes  that the  disclosures  are  adequate to make the  information
presented  not  misleading,  it is  suggested  that  these  condensed  financial
statements be read in  conjunction  with the financial  statements and the notes
thereto included in the Company's latest annual report on Form 10-K.

The Company was formed  subsequent to March 31, 2000,  therefore no  comparative
figures are presented in the accompanying financial statements and footnotes.

<PAGE>


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.

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 the
translation of foreign  currency  transactions 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
                                                               =========

<PAGE>


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,

     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.

<PAGE>


Net Loss Per Share

The Company  computes net loss per share in accordance  with SFAS  "Earnings Per
Share" 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 complies with the
disclosure provisions of SFA No. 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 $41,277  during the three  months  ended March 31,
2001, and a cumulative total of $121,694 since inception.

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.

<PAGE>


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.

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 per
share valued at $192,000.

In February 2001 the Company issued 125,000  ordinary  shares of $0.001 at $2.00
per share 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
                                                                 ========

<PAGE>


7.   Net Loss per Ordinary Share

                                               Unaudited         Period from
                                          For the three month   Incorporation
                                              period ended    (April 6, 2000) to
                                             March 31, 2001     March 31, 2001


                                              ============      ============
Net loss ..................................   $ (2,187,835)     $ (8,974,132)
                                              ============      ============
Denominator:
Weighted average ordinary shares - basic ..     18,628,944        18,315,235
                                              ============      ============

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   SUBSIDIARIES   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, 2001.

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.

<PAGE>

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

In  February  2001  Viapay  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
financing. 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 administrative 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.

<PAGE>


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

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, 2001 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

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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 financing, 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  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

<PAGE>


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.  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 16, 2001                       By:  __________________________________
                                        John Draheim, Secretary and Treasurer