Rahaxi 10Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2009

OR

o	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

Rahaxi, Inc.

(Exact Name of Company as Specified in Its Charter)

Nevada	88-0446457
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Wicklow Enterprise Centre, The Murrough,

Wicklow Town, County Wicklow, Republic of Ireland

(Address of Principal Executive Offices)

353-404-66433

(Company's Telephone Number)

______________________________________________________________________

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock - $0.001 par value

Check whether the issuer has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes r No r [Not Applicable to Smaller Reporting Companies]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2of the Exchange Act. Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 20, 2009, there were 488,952,663 shares (post reverse split) of Common Stock issued and outstanding.

Table of Contents

TABLE OF CONTENTS

		PAGE
PART I FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009 AND JUNE 30, 2009	F-1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008	F-2
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008	F-3
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5 to F-13
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6

PART II OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	7
ITEM 1A	RISK FACTORS	7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
ITEM 5.	OTHER INFORMATION	10
ITEM 6.	EXHIBITS	11

SIGNATURES		11

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RAHAXI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			June 30,
ASSETS	2009			2009
	(Unaudited)
Current assets:
Cash and cash equivalents	$	434,931		$	345,842
Accounts receivable, net of allowance for doubtful accounts of $83,347
and $87,113 at September 30, 2009 and June 30, 2009, respectively (note 2)		524,378			612,463
Other current assets (note 3)		152,886			136,585
Inventory (note 4)		594,374			562,875

Total current assets		1,706,569			1,657,765

Property, plant and equipment, net of accumulated depreciation and amortization of
$353,096 and $328,119 at September 30, 2009 and June 30, 2009, respectively (note 5)		71,451			84,766
Customer relationships and contracts, net of accumulated amortization of $1,545,813
and $1,468,333 at September 30, 2009 and June 30, 2009, respectively (note 6)		1,403,436			1,480,916
Other assets		28,156			-

Total assets	$	3,209,612		$	3,223,447

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses (note 7)	$	4,394,045		$	4,132,127
Notes payable, current portion (note 8)		725,484			50,000
Notes payable - related parties, current portion (note 8)		-			611,000
Due to related parties (note 9)		422,280			193,446
Deferred revenue		303,964			246,341

Total current liabilities		5,845,773			5,232,914

Long-term portion of notes payable		843,294			457,419

Total liabilities		6,689,067			5,690,333

Commitments and contingencies
Minority interest		572,185			532,785
(Deficiency In) Stockholders' Equity: (notes 10, 11)
Convertible preferred stock, series A, $0.001 par value,
1,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,000
Convertible preferred stock, series B, $0.001 par value, 4,000,000 shares
authorized; no shares issued and outstanding at September 30, 2009		-			-
and June 30, 2009
Additional paid-in capital - preferred stock		432,058			432,058
Common stock, $0.001 par value, 1,000,000,000 (500,000,000 for June 30, 2009) shares authorized; 479,452,663
and 454,312,663 shares issued and outstanding at September 30, 2009
and June 30, 2009, respectively		479,452			454,312
Additional paid-in capital - common stock		111,016,483			110,720,243
Common stock subscriptions receivable		(25,620	)		(25,620	)
Common stock subscribed		475,777			660,777
Accumulated deficit		(116,685,237	)		(115,552,958	)
Accumulated other comprehensive gain		254,447			310,517

Total (deficiency In) stockholders' equity		(4,051,640	)		(2,999,671	)

Total liabilities and (deficiency In) stockholders' equity	$	3,209,612		$	3,223,447

The accompany notes form an integral part of these unaudited condensed consolidated financial statements.

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RAHAXI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

(Unaudited)

	For the Three			For the Three
	Months Ended			Months Ended
	September 30,			September 30,
	2009			2008

Revenue
Transaction processing	$	468,711		$	564,413
Consulting services		372,058			518,349
Hardware and related		397,173			163,723
Total revenue		1,237,942			1,246,485

Cost of revenue
Transaction processing		203,846			353,014
Consulting services		199,463			240,890
Hardware and related		239,062			136,453
Total cost of sales		642,371			730,357

Gross profit		595,571			516,128
					-
Selling, general and administrative expenses		1,629,918			3,791,896

Loss from operations		(1,034,347	)		(3,275,768	)

Other income (expenses):
Interest income/(expense)		(74,153	)		(12,584	)

Loss before income taxes and minority interest in subsidiaries		(1,108,500	)		(3,288,352	)

Income taxes		-			-

Minority interest in net income of subsidiaries		23,779			63,620

Net Loss		(1,132,279	)		(3,351,972	)

Other - Comprehensive income (loss): Gain (Loss) on foreign exchange		(56,070	)		173,275

Comprehensive loss	$	(1,188,349	)	$	(3,178,697	)

Loss per share - basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average shares outstanding - basic		474,151,685			416,660,635

Weighted average shares outstanding - diluted		474,151,685			416,660,635

The accompany notes form an integral part of these unaudited condensed consolidated financial statements.

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RAHAXI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

(Unaudited)

	For the Three			For the Three
	Months Ended			Months Ended
	September 30,			September 30,
	2009			2008
Cash flows used for operating activities:
Net loss	$	(1,132,279	)	$	(3,351,972	)
Minority interest in income of subsidiary		23,779			63,620
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Bad debt expense		-			(31,886	)
Depreciation and amortization		95,087			94,337
Non-cash compensation		121,380			1,942,541

Changes in assets and liabilities:
(Increase) decrease in assets
Accounts receivable		79,885			413,242
Inventory		(37,588	)		59,879
Other assets		(44,750	)		(1,947	)

Increase (decrease) in liabilities
Accounts payable and accrued expenses		302,506			(537,512	)
Deferred revenue		57,623			23,181
Accrual of salary to officers		183,077			66,682

Total adjustments		780,999			2,092,137

Net cash used by operating activities		(351,280	)		(1,259,835	)

Cash flows provided by (used for) investing activities:
Net cash used by investing activities		-			-

Cash flows provided by (used for) financing activities:
Proceeds from sale of common stock		15,000			-
Proceeds from issuance of notes payable		450,359			311,000
Proceeds from issuance of notes payable - related party		45,757			300,000
Proceeds from exercise of stock options/warrants		-			99,000
Cash contributed by officer of subsidiary		-			35,857

Net cash provided by financing activities		511,116			745,857

Net increase (decrease) in cash and cash equivalents		159,836			(513,978	)

Foreign currency translation adjustments		(70,747	)		328,091

Cash and cash equivalents, beginning of period		345,842			692,802
Cash and cash equivalents, end of period	$	434,931		$	506,915

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Supplemental disclosure of cash flow information:

Interest paid	$	40,481	$	-

Income tax paid	$	-

Common stock issued to consultants for services	$	99,600	$	1,572,449

Common stock issued to employees as compensation	$	21,780	$	168,000

Common stock issued to director	$	-	$	125,000

Fair value of options issued to consultants and employees	$	51,600	$	77,092

The accompany notes form an integral part of these unaudited condensed consolidated financial statements.

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RAHAXI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(UNAUDITED)

1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis Of Presentation

The accompanying unaudited condensed consolidated financial statements of Rahaxi, Inc., a Nevada corporation ("Company"), have been prepared in accordance with the instructions to Form 10-Q 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-K for the fiscal year ended June 30, 2009. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2009, and the results of operations for the three months ended September 30, 2009 and 2008, and cash flows for three months ended September 30, 2009 and 2008. The results of operations for the three months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Nature Of Business Operations

The Company was formed on November 17, 1999 as a Nevada corporation. The Company is a provider of payment services and processing. Its principal offices are in Wicklow, Ireland; the Company also has offices in Helsinki, Finland; and Santo Domingo, the Dominican Republic. On November 21, 2008, we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State changing our name to “Rahaxi, Inc” and implementing a one-for-three reverse stock split of our common stock.

The Company derives revenues from its core payment processing products, which include: (1) Authorization / Transaction Fees: transaction fees it receives from processing point of sale terminal transactions; (2) Hardware Sales / Point of Sale Terminals: sales of “Point of Sale” terminals and related maintenance and service initiation fees; (3) Dynamic Currency Conversion: in addition to transaction authorization, the Company offers certain clients real-time, dynamic currency conversion, allowing a customer to pay for a product or service with their credit card in their local currency; (4) Private Label Cards: transaction management services provided for a private label card issuer; (5) Consulting Fees: consulting services provided to financial institutions and merchants; and (6) Electronic PIN distribution application for point of sale solutions in association with some of the most important telecommunications companies in the Dominican Republic and Haiti.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported a net loss of $1,132,279 and $3,351,972 for the three months ended September 30, 2009 and 2008, respectively, and $17,983,146 for the year ended June 30, 2009, and had an accumulated deficit of $116,685,237 as of September 30, 2009.

The Company believes that anticipated revenues from operations will be insufficient to satisfy its ongoing capital requirements for the next 12 months. If the Company’s financial resources are insufficient, the Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion, repay its debt obligations as they become due, or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue as a going concern. Management intends to raise financing through the sale of its stock in private placements to individual investors.

Management may also raise funds in the public markets. Management believes that with this financing, the Company will be able to generate additional revenues that will allow the Company to continue as a going concern. This will be accomplished by hiring additional personnel and focusing sales and marketing efforts on the distribution of product through key marketing channels currently being developed by the Company. The Company may also pursue the acquisition of certain strategic industry partners where appropriate, and may also seek to raise funds through debt and other financings.

Revenue Recognition

The Company recognizes revenues from contracts in which the Company provides only consulting services as the services are performed. The contractual terms of the agreements dictate the recognition of revenue by the Company. Payments received in advance are deferred until the service is provided.

Contract costs include all direct equipment, material, and labor costs and those indirect costs related to contract performance, such as indirect labor. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in contract performance, contract conditions, and estimated profitability that may result in revisions to costs and income are recognized in the period in which the revisions are determined.

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For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB) Accounting Standards Codification (“ASC”) 605-15-15 (formerly referred to as Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which superseded SAB No. 101, "Revenue Recognition in Financial Statements.") ASC 605-15-15 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. ASC 605-15-15 incorporates ASC 605-25-05 (formerly referred to as Emerging Issues Task Force ("EITF") No. 00-21, "Multiple-Deliverable Revenue Arrangements.") ASC 605-15-15 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing ASC 605-25-05 on the Company's consolidated financial position and results of operations was not significant. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting. ASC 605-25-05 became effective for revenue arrangements entered into in periods beginning after June 15, 2003. For revenue arrangements occurring on or after August 1, 2003, the Company revised its revenue recognition policy to comply with the provisions of ASC 605-25-05.

For those contracts which contain multiple deliverables, management must first determine whether each service, or deliverable, meets the separation criteria of ASC 605-25-05. In general, a deliverable (or a group of deliverables) meets the separation criteria if the deliverable has standalone value to the customer and if there is objective and reliable evidence of the fair value of the remaining deliverables in the arrangement. Each deliverable that meets the separation criteria is considered a “separate unit of accounting.” Management allocates the total arrangement consideration to each separate unit of accounting based on the relative fair value of each separate unit of accounting. The amount of arrangement consideration that is allocated to a unit of accounting that has already been delivered is limited to the amount that is not contingent upon the delivery of another separate unit of accounting. After the arrangement consideration has been allocated to each separate unit of accounting, management applies the appropriate revenue recognition method for each separate unit of accounting as described previously based on the nature of the arrangement. All deliverables that do not meet the separation criteria of ASC 605-25-05 are combined into one unit of accounting, and the appropriate revenue recognition method is applied under ASC 605-15-15. Processing fee revenue is earned based upon the actual number of transactions processed through the Company’s processing system. Transaction processing fees are recognized in the period that the service is performed. These fees are typically charged on a per transaction basis, depending on the arrangement with the customer. Maintenance fees for processing terminals are recognized over the period for which maintenance is provided.

The Company’s subsidiary Rahaxi, Inc. charges certain customers for one-time initiation fees and annual maintenance fees. These fees are charged to deferred revenue when billed, and revenue from these fees is recognized straight-line over the billing coverage period, typically twelve months.

Stock Based Compensation

Effective January 1, 2006, the Company adopted ASC 718-10 (formerly referred to as SFAS No. 123 (revised), “Share-Based Payment” (SFAS 123R)) utilizing the modified prospective approach.

Aggregate intrinsic value of options outstanding and options exercisable at September 30, 2009 was $0. Aggregate intrinsic value represents the difference between the Company's closing stock price on the last trading day of the fiscal period, which was $0.04 as of September 30, 2009, and the exercise price multiplied by the number of options outstanding. As of September 30, 2009, total unrecognized stock-based compensation expense related to non-vested stock options was $0. The total fair value of options vested was $0 for the three month periods ended September 30, 2009 and 2008.

Capitalized Software Development Costs

In accordance with ASC 985-20-15 (formerly referred to as Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,") the Company capitalizes certain costs related to the development of new software products or the enhancement of existing software products for use in our transaction processing software. These costs are capitalized from the point in time that technological feasibility has been established, as evidenced by a working model or detailed working program design to the point in time that the product is available for general release to customers. Capitalized development costs are amortized on a straight-line basis over the estimated economic lives of the products, beginning when the product is placed into service. Research and development costs incurred prior to establishing technological feasibility and costs incurred subsequent to general product release to customers are charged to expense as incurred. The Company periodically evaluates whether events or circumstances have occurred that indicate that the remaining useful lives of the capitalized software development costs should be revised or that the remaining balance of such assets may not be recoverable.

The Company often has under development several discreet design features or enhancements, each of which may be completed and released to customers at different times. During the year ended June 30, 2008, the Company recognized an impairment of its software and software licenses in the amount of $4,086,502. The total net book value of software in service at September 30, 2009 is $0. Total amortization expense related to software and software licenses charged to operations for the three months ended September 30, 2009 and 2008 was $0.

Impairment of Long-Lived Assets

The Company has adopted ASC 360-10-15 (formerly referred to as Statement of Financial Accounting Standards No. 144 (SFAS 144)). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undercounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10-15 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

During the year ended June 30, 2008, the Company management performed an evaluation of its intangible assets (capitalized software) for purposes of determining the implied fair value of the assets at June 30, 2008. The test indicated that the recorded remaining book value of its intellectual property exceeded its fair value, as determined by discounted cash flows. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $4,086,502, net of tax, or $0.042 per share (post reverse-split) during the year ended June 30, 2008 to reduce the carrying value of the capitalized software to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.

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Inventories

Inventory is stated at the lower of cost or market determined by the first-in, first-out method. Inventories consist primarily of equipment held for resale.

New Accounting Pronouncements

The following accounting guidance has been issued and will be effective for the Company in or after fiscal year 2009:

Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820” and formerly referred to as FAS-157), establishes a framework for measuring fair value in GAAP, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. ASC 820 is effective for fiscal years beginning after November 15, 2007. ASC 820-10-65, Transition and Open Effective Date Information, deferred the effective date of ASC 820, for non-financial assets and liabilities that are not on a recurring basis recognized or disclosed at fair value in the financial statements, to fiscal years, and interim periods, beginning after November 15, 2008. The Company has adopted the guidance within ASC 820 for non-financial assets and liabilities measured at fair value on a nonrecurring basis at January 1, 2009 and will continue to apply its provisions prospectively from January 1, 2009. The application of ASC 820 for non-financial assets and liabilities did not have a significant impact on earnings nor the financial position for the periods presented.

FASB ASC 805, Business Combinations (“ASC 805” and formerly referred to as FAS-141(R)) requires the acquisition method to be applied to all transactions and other events in which an entity obtains control over one or more other businesses, requires the acquirer to recognize the fair value of all assets and liabilities acquired, even if less than one hundred percent ownership is acquired, and establishes the acquisition date fair value as measurement date for all assets and liabilities assumed. The guidance within ASC 805 is effective prospectively for any acquisitions made after fiscal years beginning after December 15, 2008.

FASB ASC 810, Consolidation (“ASC 810”), ASC 810-10-65, Transition and Open Effective Date Information (“ASC 810-10-65” and formerly referred to as FAS-160) establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated financial statements. ASC 810-10-65 is effective for fiscal years beginning after December 15, 2008. The application of ASC 810-10-65 did not have a significant impact on earnings nor the financial position.

FASB ASC 815, Derivatives and Hedging (“ASC 815”), ASC 815-10-65, Transition and Open Effective Date Information (“ASC 815-10-65”and formerly referred to as FAS-161) includes a requirement for enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. ASC 815 is effective prospectively for fiscal years beginning after November 15, 2008. The application of ASC 815 expanded the required disclosures in regards to the Company’s derivative and hedging activities.

FASB ASC 350, Intangibles – Goodwill and Other, ASC 350-30-65, Transition and Open Effective Date Information (“ASC 350-30-65” and formerly referred to as FSP FAS 142-3) amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible. ASC 350-30-65 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The guidance in this ASC 350-30-65 for determining the useful life of a recognized intangible shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements of ASC 350-30-65, however, shall be applied prospectively to all intangible assets recognized in the Company’s financial statements as of the effective date. The application of ASC 350-30-65 is not expected to have a material impact on earnings nor the financial position.

FASB ASC 715, Compensation – Retirement Benefits, ASC 715-20-65, Transition and Open Effective Date Information (“ASC 715-20-65” and formerly referred to as FSP FAS-132(R)-1) provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plans. ASC 715-20-65 is effective prospectively for fiscal years ending after December 15, 2009. The application of ASC 715-20-65 will expand the Company’s disclosures regarding pension plan assets.

FASB ASC 825, Financial Instruments, ASC 825-10-65, Transition and Open Effective Date Information (“ASC 825-10-65” and formerly referred to as FSP FAS 107-1 and APB 28-1) requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. This guidance also requires those disclosures in summarized financial information at interim reporting periods. ASC 825-10-65 is effective prospectively for interim reporting periods ending after June 15, 2009. The application of ASC 825-10-65 expanded the Company’s disclosures regarding the use of fair value in interim periods.

FASB ASC 855, Subsequent Events (“ASC 855” and formerly referred to as FAS-165), modified the subsequent event guidance. The three modifications to the subsequent events guidance are: 1) To name the two types of subsequent events either as recognized or non-recognized subsequent events, 2) To modify the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statement are issued or available to be issued and 3) To require entities to disclose the date through which an entity has evaluated subsequent events and the basis for that date, i.e. whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim or annual financial periods ending after June 15, 2009, and should be applied prospectively.

2. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	September 30,			June 30,
	2009			2009
Amounts receivable from customers	$	607,725		$	699,576
Less: Reserve for doubtful accounts		(83,347	)		(87,113	)
Accounts receivable, net	$	524,378		$	612,463

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3. OTHER CURRENT ASSETS

Other current assets consists of the following:

	September 30,		June 30,
	2009		2009
Prepaid expenses	$	3,095	$	2,979
Employee salary advances		4,518		2,480
Deposits		145,273		131,126
Total	$	152,886	$	136,585

4. INVENTORY

Inventory consists of the Company's Point of Sale Terminals which have been purchased from third party manufacturers. Components of inventories are as follows:

	September 30,		June 30,
	2009		2009
Finished goods	$	594,374	$	562,875
Total	$	594,374	$	562,875

5. PROPERTY AND EQUIPMENT

A summary of property and equipment is as follows:

	September 30,			June 30,
	2009			2009
Computer equipment	$	213,639		$	207,445
Furniture and office equipment		210,908			205,440
Less: accumulated depreciation		(353,096	)		(328,119	)
Property and equipment, net	$	71,451		$	84,766

Total depreciation and amortization expense for property and equipment amounted to $17,607 and $16,857 for the three months ended September 30, 2009 and 2008, respectively.

6. ACQUISITION OF INTANGIBLE ASSETS

The costs to acquire intangible assets have been allocated to the assets acquired according to the estimated fair values. The Company has adopted ASC 350-10-05 (formerly referred to as SFAS No. 142, Goodwill and Other Intangible Assets), whereby the Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations.

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The identifiable intangible assets acquired and their carrying values at September 30, 2009 are:

	Gross Carrying Amount		Accumulated Amortization		Net		Residual Value		Average Amortization Years
Amortizable Intangible Assets:
Software and related development costs	$	1,542,315	$	1,542,315	$	-	$	-		-
Customer Relationships and Contracts	$	2,949,249	$	1,545,813	$	1,403,436	$	-		10.0
Software Licenses	$	1,194,422	$	1,194,422	$	-	$	-		-

The identifiable intangible assets acquired and their carrying values at June 30, 2009 are:

	Gross Carrying Amount		Accumulated Amortization		Net		Residual Value		Average Amortization Years
Amortizable Intangible Assets:
Software and related development costs	$	1,542,315	$	1,542,315	$	-	$	-		-
Customer Relationships and Contracts	$	2,949,249	$	1,468,333	$	1,480,916	$	-		10.0
Software Licenses	$	1,194,422	$	1,194,422	$	-	$	-		-

Customer relationships and contracts amortization expense charged to operations for the three months ended September 30, 2009 and 2008 was $77,480 for each period.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2009 and June 30, 2009 are as follows:

	September 30,		June 30,
	2009		2009
Accounts payable and accrued expenses	$	3,737,975	$	3,567,973
Accrued payroll and related expenses		549,155		491,755
Accrued interest		106,915		72,399
Total	$	4,394,045	$	4,132,127

8. NOTES PAYABLE

Convertible Notes

In July and August 2008, the Company signed four notes payable (the “Convertible Notes”) in the aggregate principal amount of $611,000. The Convertible Notes were originally due six months from the date of the notes, and bear interest at the rate of 6% per annum. In January and February 2009, the Convertible Notes were extended to August 2009. In August 2009, these notes were extended to February 10, 2010. The Company has the option to either repay the principal and accrued interest due under the Convertible Notes in cash or in common stock. If paid in the form of common stock, the price will be 80% of the closing price of the Company’s common stock on the date of the notes, which ranged from $0.150 to $0.171 (post reverse-split). During the three months ended September 30, 2009, the Company accrued interest in the amount of $9,569 on the Convertible Notes. At September 30, 2009, the principal and accrued interest of the Convertible Notes are convertible into a total of 5,146,003 shares (post reverse-split) of the Company’s common stock.

April – May Notes

In April and May, 2009, the Company signed two notes payable (the “April – May Notes”) in the amount of €350,000 and $50,000, respectively. The Company valued the €350,000 note at $457,419 on the date of the note. The April – May Notes bear interest at the rate of 40% and 20%, respectively, and have a term of five years and one year, respectively. These notes are collateralized by an aggregate 9,062,000 shares (post reverse-split) of common stock of the Company. During the three months ended September 30, 2009, the Company accrued interest in the total amount of $48,638 on the April – May Notes.

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August – September Notes

In August and September, 2009, the Company signed two notes payable (the “August – September Notes”). The first note has two separately stated principle amounts: $200,000 and €130,000. The Company valued the €130,000 at $185,874 at the date of the note, for an aggregate principle amount in U.S. dollars of $385,874 on this note. The second note is in the principal amount of $64,482. The August – September Notes bear interest at the rate of 20% per annum and have a term of two years and one year, respectively. During the three months ended September 30, 2009, the Company accrued interest in the total amount of $10,005 on the August – September Notes.

9.	DUE TO RELATED PARTIES

The Company’s President and Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”) occasionally forego taking their salary payments in order to conserve the Company’s cash. The Company’s CEO and CFO have also advanced funds to the Company. These advances accrue interest at the rate of 7% per annum. The CEO and CFO also each receive a car allowance in the amount of $2,140 per month. These car allowances have not yet been paid.

The Company owed the following to these executives for accrued salaries, advances, accrued interest, and car allowance at September 30, 2009:


	CEO		CFO		Total
Accrued Salary	$	104,565	$	142,062	$	246,627
Advances		45,757		48,973		94,730
Accrued Interest		554		5,835		6,389
Accrued Car Allowance		13,256		61,278		74,534
Total	$	164,132	$	258,148	$	422,280

At June 30, 2009:

	CEO		CFO		Total
Accrued Salary	$	-	$	80,396	$	80,396
Advances		-		48,971		48,971
Accrued Interest		-		4,969		4,969
Accrued car allowance		6,441		52,669		59,110
Total	$	6,441	$	187,005	$	193,446

10. EQUITY

Increase in Authorized Shares

Effective September 21, 2009, the Company filed an amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase the Company’s authorized Common Stock to one billion (1,000,000,000) shares and increase the Company’s authorized Preferred Stock to ten million (10,000,000) shares. The amendment was approved by holders of a majority of the outstanding shares of the Company through a Proxy Statement (written consent solicitation) that was previously mailed to stockholders on August 10, 2009 and filed with the Securities and Exchange Commission.

Reverse Split of Common Stock

Effective November 21, 2008, we implemented a one-for-three reverse-split of our common stock. There were 426,671,694 shares of stock outstanding immediately before the reverse-split, and 142,222,898 shares outstanding immediately after the reverse-split. All share and per share information in these financial statements have been adjusted to reflect the effects of this reverse split.

Non-controlling interest

Non-controlling interest consists of the minority owned portion of the Company’s 50% owned subsidiary PLC Partners.

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Sales Of Securities

During the three months ended September 30, 2009, the Company issued the following shares of common stock:

The Company issued 5,140,000 shares (post-reverse split) of common stock with a fair value of $121,380 to consultants for services provided, and to employees as compensation.

The Company issued 20,000,000 shares (post-reverse split) of common stock for cash proceeds in the amount of $200,000, previously accrued.

The Company received $15,000 for the sale of common stock; these shares have not yet been issued at September 30, 2009.

11. STOCK OPTIONS AND WARRANTS

Non-Employee Stock Options

The following table summarizes the changes in options outstanding and the related prices for the shares (post reverse-split) of the Company's common stock issued to the Company consultants. These options were granted in lieu of cash compensation for services performed (amounts have been adjusted to reflect the reverse stock split and other adjustments):

Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price of Outstanding Options		Number of Shares Exercisable		Weighted Average Exercise Price of Options
$	0.45		55,555		6.0	$	0.45		55,555	$	0.45
	0.60		450,000		7.1		0.60		450,000		0.60
	1.47		252,101		3.4		1.47		252,101		1.47
	2.10		252,101		3.4		2.10		252,10		2.10
			1,009,757		5.2	$	1.18		1,009,757	$	1.18

Transactions involving stock options issued to non-employees are summarized as follows:

	Number of Shares		Weighted Average Exercise Price
Options exercisable at June 30, 2009		1,009,757	$	1.18

Granted		-		-
Exercised		-		-
Cancelled / Expired		-		-
Options exercisable at September 30, 2009		1,009,757	$	1.18

The non-employee stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2009 and 2008 was $0 and $77,092.

The weighted-average fair value of stock options granted to non-employees during the three months ended September 30, 2009 and the weighted average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model are as follows:

Significant assumptions (weighted-average):	2009
Risk-free interest rate at grant date		0.32% - 3.00	%
Expected stock price volatility		121% - 246	%
Expected dividend payout		0
Expected option life (in years)		1.0

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Employee Stock Options

The following table summarizes the changes to employee stock options outstanding and the related prices of the Company's common stock options issued to employees under a non-qualified stock option plan (amounts have been adjusted to reflect the reverse stock split and other adjustments):

Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price of Outstanding Options		Number of Shares Exercisable		Weighted Average Exercise price of Exercisable options
$	0.42		166,667		8.0	$	0.42		166,667	$	8.0
	0.45		66,666		6.6		0.45		66,666		6.6
	1.41		125,000		6.5		1.41		125,000		6.5
			358,333		7.2	$	0.77		358,333	$	7.2

Transactions involving stock options issued to employees are summarized as follows:

	Number of Shares		Weighted Average Exercise Price
Options outstanding at June 30, 2009		358,333	$	0.77

Granted		-		-
Exercised		-		-
Cancelled / Expired		-		-
Options outstanding at September 30, 2009		358,333	$	0.77

Non-vested at September 30, 2009		-		-
Exercisable at September 30, 2009		358,333	$	0.77

The employee stock based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2009 and 2008 was $0.

Warrants

The following table summarizes the changes in warrants outstanding and the related prices of the Company’s common stock issued to non-employees of the Company. These warrants were granted instead of cash compensation for services performed and settlement of legal dispute (amounts have been adjusted to reflect the reverse stock split and other adjustments):

Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price of Outstanding Warrants		Number of Shares Exercisable		Weighted Average Exercise Price of Exercisable Warrants
$	2.94		214,286		3.2	$	2.94		214,286	$	2.94
			214,286		3.2	$	2.94		214,286	$	2.94

Transactions involving stock warrants issued are summarized as follows:

	Number of Shares			Weighted Average Exercise Price
Warrants exercisable at June 30, 2009		8,547,619		$	11.66
Granted		-			-
Exercised		-			-
Cancelled / Expired		(8,333,333	)		11.88
Warrants exercisable at September 30, 2009		214,286		$	2.94

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12. SEGMENT INFORMATION

The Company currently operates three business segments: (1) the sale of its hardware terminals and in the Dominican Republic (Dominicana); (2) transaction processing fees and hardware sales generated through its wholly owned subsidiary, Rahaxi Processing Oy; and (3) consulting services offered through its 50% owned subsidiary PLC Partners, LTD. All intercompany transactions, including receivables and payables, are eliminated in consolidation and from the segment amounts presented below.

	Three months ended September 30,
	2009			2008
Sales to external customers:
Corporate	$	-		$	-
Dominicana		154,933			156
Rahaxi		710,950			769,372
PLC		372,059			476,957
Total sales to external customers:	$	1,237,942		$	1,246,485

Depreciation and amortization:
Corporate	$	79,135		$	80,520
Dominicana		2,958			3,353
Rahaxi		12,297			10,261
PLC		697			203
Total depreciation and amortization:	$	95,087		$	94,337

General and administrative expense:
(not including depreciation and amortization)
Corporate	$	539,810		$	2,626,910
Dominicana		138,939			143,222
Rahaxi		731,801			814,192
PLC		124,281			113,235
Total general and administrative expense	$	1,534,831		$	3,697,559

Capital expenditures:
Corporate	$	-		$	-
Dominicana		-			-
Rahaxi		-			-
PLC		-			-
Total capital expenditures	$	-		$	-

Operating income (loss):
Corporate	$	(618,945	)	$	(2,707,430	)
Dominicana		(75,238	)		(146,575	)
Rahaxi		(387,782	)		(544,392	)
PLC		47,618			122,629
Total operating income (loss)	$	(1,034,347	)	$	(3,275,768	)

Interest Expense, Net:
Corporate	$	69,077		$	7,264
Dominicana		1,351			2,464
Rahaxi		3,725			2,856
PLC		-			-
Total Interest Expense	$	74,153		$	12,584

Segment assets:
Corporate	$	443,543		$	784,288
Dominicana		287,810			301,334
Rahaxi		925,282			806,395
PLC		1,552,977			1,574,133
Total segment assets	$	3,209,612		$	3,466,150

13. SUBSEQUENT EVENTS

Subsequent to September 30, 2009, the Company issued a total of 5,000,000 shares (post reverse-split) of common stock to two consultants for services, and also issued a total of 3,000,000 shares (post reverse-split) of common stock to an employee as a bonus. The Company also issued 1,500,000 shares of common stock (post reverse-split) to an investors for cash proceeds of $15,000

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

Special Note About Forward-Looking Statements

This Form 10-Q 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 Exchange Act of 1934, as amended. When used in this Form 10-Q, the words "expects," "anticipates," "believes," "plans," "will" and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding our adequacy of capital resources, need and ability to obtain additional financing, the features and benefits of our services, our operating losses and negative cash flow, and our critical accounting policies.

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 the risks set forth under "Risk Factors". These forward-looking statements speak only as of the date hereof. The Company 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.

The following discussion and analysis of the Company's financial condition and results of operations 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-Q.

Overview

We are a provider of electronic payment processing services, including credit and debit card transaction processing, point-of-sale related software applications and other value-added services. For the twelve months ended June 30, 2009, we processed an average of approximately 1,840,000 transactions per month. During the three months ended September 30, 2009, we processed an average of 2,180,000 transactions per month. We serve in excess of 2,600 merchant locations. We provide transaction processing support for all major credit cards, including Visa, MasterCard, American Express, Diners Club and JCB, and all bank-issued Finnish debit cards. We enable merchants and financial institutions to accept, and their consumers to utilize, electronic payments using credit and debit cards to purchase goods and services. Our role is to serve as an intermediary in the exchange of information and funds that must occur between parties so that a payment transaction can be completed. We provide merchants with various transaction processing services, including authorizing card transactions at the merchant’s retail location (also known as the point-of-sale), and capturing and transmitting transaction data. Through agreements with Hypercom Corporation, the world's second largest manufacturer of payment terminals, and Spectra Technologies, a leading Chinese electronic payment solution provider, we also offer our customers point-of-sale terminals, which are integrated with our software products to provide merchants with a complete solution for credit and debit card transaction processing.

Our role in a transaction is to serve as a link between the merchant and the merchant's bank, known as the acquiring bank, and the bank that issued the consumer’s credit or debit card, known as the issuing bank. The electronic authorization process for a credit card transaction begins when the merchant "swipes" or inserts the card into its point-of-sale terminal and enters the amount of the purchase. After capturing the data, the point-of-sale terminal transmits the authorization request through our switching center, where the data is routed to the issuing bank (typically via the Interchange Network, a telecommunication network operated by international card corporations) for authorization. The issuing bank confirms that the credit card is authentic and whether a transaction will cause the cardholder to exceed defined limits. The approval or disapproval of the transaction is transmitted back to our switching center, where it is routed to the appropriate merchant’s acquiring bank.

Recently, we have developed and certified in the Dominican Republic an electronic PIN distribution application for point of sale solutions in association with some of the most important telecommunications companies in the Dominican Republic and Haiti. Our product is distributed to customers directly and indirectly through our affiliated merchant's sales channels.

We were originally organized on August 2, 1997, under the laws of the State of Delaware as Interstate Capital Corporation. On November 17, 1999, we merged into a newly formed Nevada corporation, Freedom Surf, Inc., for the purpose of changing the corporate domicile to Nevada. On February 24, 2003, we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State changing our name to "Freestar Technology Corporation". On September 10, 2002, we entered into an agreement with Heroya Investments Limited for the acquisition of Rahaxi Processing Oy through a combination of cash and stock. The agreement with Heroya was subsequently amended three times to increase the stock consideration and decrease the cash component. Rahaxi, our wholly owned subsidiary, is based in Helsinki, Finland. On November 21, 2008, we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State changing our name to “Rahaxi, Inc” and implementing a one-for-three reverse split of our common stock. On September 21, 2009, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada to (i) increase our authorized Common Stock from 500 Million shares to One Billion shares and (ii) increase our authorized preferred stock from Five Million to Ten Million shares.

Management believes that our primary short and medium-term growth opportunities will be derived from Finland and the Dominican Republic, and a significant portion of our resources, both financial and personnel, will be directed towards developing those opportunities. We believe that our anticipated growth and ultimate profitability will depend in large part on the ability to promote our services, gain clients and expand our relationship with current clients. Accordingly, we intend to invest in marketing, strategic relationships, and development of our client base.

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Our switching and transaction processing platform is operated by our wholly-owned subsidiary, Rahaxi Processing Oy, which is located in Finland. We are one of the leading players in the Finnish transaction processing market, serving approximately 2,600 merchants each day; for the twelve months ended June 30, 2009, we processed an average of approximately 1,840,000 transactions per month. During the three months ended September 30, 2009, we processed an average of 2,180,000 transactions per month.

Until recently, our primary source of revenue was from transaction fees we receive from processing credit and debit card transactions through point-of-sale terminals at a merchant’s retail location. In fiscal year 2006, we also began generating revenue from sales of point-of-sale terminals as well as consulting fees, which include customization of software applications for merchants and other customers. In fiscal year 2010, the period from July 1, 2009 through June 30, 2010, transaction fees from point-of-sale terminal transactions continued to be derived primarily from merchants and customers based in Finland. We also derived revenue from transaction fees from clients in Estonia, Spain and Iceland. In addition, we derived revenue from consulting and development fees from our customers in Finland, France, the Dominican Republic and in Ireland through our 50% stake in PLC, Project Life Cycle Partners Limited.

The Company's principal offices are in Wicklow, Ireland. The Company also has offices in Helsinki, Finland and Santo Domingo, the Dominican Republic. While the Company's offices in Finland and Ireland will primarily focus on the European market, the Company's office in the Dominican Republic will continue to pursue opportunities in the Caribbean and Latin America, including our recently developed electronic PIN distribution application for point of sale solutions in association with some of the most important telecommunications companies in the Dominican Republic and Haiti. Management believes that these emerging markets could offer favorable opportunities in the longer term. The Company has achieved certification to become a third party services provider for China UnionPay. Through our agreement with the French bank Natixis Paiements, we processed our first live transaction for China UnionPay in June, 2008 in Paris, France. We expect to continue to pursue additional banking relationships to allow us to expand our market for China UnionPay transactions in Europe.

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2008

Revenue

For the reasons below, total revenue for the three months ended September 30, 2009 was $1,237,942 compared to $1,246,485 for the three months ended September 30, 2008, a decrease of $8,543 or approximately 1%.

Transaction processing and related revenue

Transaction processing and related revenue was $468,711 for the three months ended September 30, 2009, compared to $564,413 during the prior period, a decrease of $95,702 or approximately 17%. The Company processed a total of 6,540,268 transactions during the three months ended September 30, 2009, an increase of 1,291,351 or approximately 24.6% compared to 5,248,917 transactions processed during the prior period. The increase in the number of transactions processed was primarily related to the increase in the number of clients compared to the same period of the prior year. The decrease in transaction processing and related revenue was due primarily because we have transitioned to a flat monthly pricing model for some of our new clients as opposed to the legacy per-transaction fees structure. Also, the Company invoices its customers in Euro, which declined in value by approximately 6% compared to the U.S. Dollar for the three months ended September 30, 2009. This factor should be taken into consideration when analyzing our transaction processing sales.

Consulting services revenue

Consulting services revenue was $372,058 for the three months ended September 30, 2009, compared to $518,349 during the prior year, a decrease of $146,291 or approximately 28%. Consulting services revenue is primarily generated by the Company’s 50% stake in PLC. The primary reasons for the decline in consulting services revenue can be attributed to the completion of projects under management during the period without comparable replacement projects being initiated, and the decline in value of the Euro compared to the U.S. dollar, and the worsening of economic conditions in Ireland.

Hardware and related revenue

Hardware and related revenue was $397,173 during the three months ended September 30, 2009, compared to $163,723 during the prior period, an increase of $233,450 or approximately 143%. The primary reason for the increase in hardware related revenue is the continued rollout of the Company’s hardware products to an expanding client base.

We expect continued increases in transaction processing and related revenue together with hardware and related revenue throughout the next twelve months as we continue to increase our client base and service offerings. Although transaction revenue decreased during the quarter ended September 30, 2009, our goal is to increase transaction processing and related revenue during the next 12 months by obtaining additional clients and substantially increasing the number of transactions processed. We hope to offset any decreases in price-per-transaction with increased volume. such as China UnionPay transactions in France, EMV transaction processing, dynamic currency conversion, sales of point of sale terminals and consulting fees. Due to the global economic downturn and the budgetary constraints of potential clients (particularly in Ireland) ,we see a decrease in consulting services over the next six months and remain cautiously optimistic for the six months following that. In all cases, however, there can be no guarantee that our products will be accepted in the marketplace or that our sales efforts will be successful.

All of our revenue for the three months ended September 30, 2009 has been derived from a limited number of customers, primarily Finnish customers for our transaction processing products. Approximately 56% of our total revenue was attributable to our ten largest customers. The future loss of any major customer could have a material adverse effect on our business, financial condition and results of operations. We believe that this customer concentration will continue for much of the fiscal year ending June 30, 2010. We believe that this customer concentration will be gradually diluted in the latter half of the fiscal year ending June 30, 2010 as we continue to pursue operations outside of Finland. All of our revenues for the three months ended September 30, 2009 have been generated by our operations outside of the United States, and our future growth rate is, in part, dependent on continued growth in international markets. We expect this to continue through the fiscal year ending June 30, 2010.

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Cost of Revenue

Cost of transaction processing and related revenue

Cost of transaction processing and related revenue was $203,846 for the three months ended September 30, 2009, compared to $353,014 for the prior three months ended September 30, 2008, a decrease of $149,168 or approximately 42%. The Company experienced a reduction in development expenses as projects were completed and new products were brought to market. We have also moved many of our processing platform support functions in-house, both to gain greater control of these activities and to reduce costs. It is important to note that many of our costs associated with maintaining and improving our processing and customer support capabilities are charged to cost of revenue, but these costs do not always change in direct relation to sales.

Cost of consulting services

Cost of consulting services revenue was $199,463 for the three months ended September 30, 2009, compared to $240,890 for the three months ended September 30, 2008, a decrease of $41,427 or approximately 17%. The primary reason for the decrease was that as various stages of projects came to completion, fewer contractors were needed and therefore there was a reduction in contractor fees.

Cost of hardware and related revenue

Cost of hardware and related revenue was $239,062 during the three months ended September 30, 2009, compared to $136,453 during the prior period, an increase of $102,609 or approximately 75%. The primary reason for the increase was the sale of more hardware units, which, as described above, also resulted in an increase in hardware revenue. The primary reason that hardware revenue increased at a higher percentage than cost of hardware was a reduction in the number of test units and replacement units sent to customers.

For the reasons stated above, cost of revenue for the three months ended September 30, 2009 was $642,371 compared to $730,357 for the three months ended September 30, 2008, a decrease of $87,986 or approximately 12%. Gross margin on sales for the three months ended September 30, 2009 was $595,571 or approximately 48% of sales, compared to gross margin on sales for the three months ended September 30, 2008 of $516,128 or approximately 41% of sales.

We expect cost of revenue to increase in the coming year as we continue our current trend of increasing sales and expanding our product offering. As our service offerings and business mix changes, gross margin as a percent of sales may not remain constant.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,629,918 for the three months ended September 30, 2009 compared to $3,791,896 for the three months ended September 30, 2008, a decrease of $2,161,978 or approximately 57%. The primary components of selling, general, and administrative expenses for the three months ended September 30, 2009 were: payroll and related costs of $925,941; facility costs (rent, telephone, utilities, and maintenance) of $203,602; consulting fees of $121,380 to service providers for financial consulting and other professional services; $121,380 this amount consisted of non-cash compensation in the form of stock, stock options, and warrants. Other components of selling, general, and administrative expenses were depreciation and amortization of $95,087; travel and entertainment costs of $46,119; and freight and delivery costs of $13,055.

The amount of future selling, general, and administrative expenses will largely depend on the pace of our growth in the market for payment processing products and upon the cost of outside services and professional fees, including legal fees relating to litigation and acquisitions. We fully expect these costs to increase as we continue our expected rollout of product offerings. We also intend to continue to build out our infrastructure, which may include adding support staff and branch offices. Selling expenses may also continue to increase due to increased focus on obtaining new customers. In addition, we may pursue further acquisitions in order to facilitate our growth and exploit market opportunities, which would further drive up legal and accounting fees, payroll, and travel costs.

Interest Expense

Interest income (expense) net was ($74,153) for the three months ended September 30, 2009, compared to ($12,584) for the three months ended September 30, 2008, an increase of ($61,569) or approximately 489%. The increase is due primarily to an increase in notes payable outstanding during the period.

Historically, we have primarily utilized equity financing partly in order to avoid the interest charges associated with debt financing. However, as described above, we recently utilized debt financing as well, although we expect equity financing to continue to comprise the bulk of our financing. The recent price and performance of our common stock could make equity financings more difficult, and require us to pursue alternative methods of financing our cash needs. In addition, we could receive an offer of attractive debt financing or could undertake additional financing with regard to an acquisition, in which cases interest expense would significantly increase.

Net Loss

For the reasons stated above, we recorded a net loss of $1,132,279 for the three months ended September 30, 2009 compared to $3,351,972 for the three months ended September 30, 2008, a decrease of $2,219,693 or approximately 66%.

Operating Activities

The net cash used in operating activities was $351,280 for the three months ended September 30, 2009 compared to $1,259,835 for the three months ended September 30, 2008, an decrease of $908,555 or approximately 72%. The primary components of cash used in operating activities during the current period are the net loss of ($1,132,279), partially offset by the non-cash charges of non-cash compensation of $121,380, and depreciation and amortization of $95,087. The total amount of cash used in operating activities was also increased or (decreased) by the following changes in the components of working capital: accounts receivable of $79,885; inventory of ($37,588); other current assets of ($44,750); accounts payable and accrued expenses of $302,506; deferred revenue of $57,623; and accrual of salary to officers of $183,077.

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Investing Activities

Net cash used in investing activities was $0 during the three months ended September 30, 2009 and 2008. The Company has curtailed its development activities as many of its current projects have been completed.

Financing Activities

Net cash provided by financing activities was $511,116 for the three months ended September 30, 2009, compared to $745,857 for the three months ended September 30, 2008, a decrease of $234,741 or approximately 32%. The reason for the decrease was a decrease in cash provided from the issuance of notes payable and notes payable to related parties in the aggregate amount of $114,884, a decrease in cash received from the exercise of stock options and warrants of $99,000, and a decrease in cash contributed by the officer of a subsidiary of $35,857. The Company raised $15,000 during the three months ended September 30, 2009 from the sale of common stock, compared to $0 in the comparable period of the prior year.

Liquidity and Capital Resources

As of September 30, 2009, we had total current assets of $1,706,569 and total current liabilities of $5,845,773, resulting in a working capital deficiency of $4,139,204. We had cash and cash equivalents of $434,931 at September 30, 2009, and an accumulated deficit of $116,685,237.

Management expects that global economic conditions will continue to present a challenging operating environment for at least the rest of the year. Working capital management will continue to be a high priority, but there can be no assurance that we will be able to raise sufficient working capital funds.

The independent auditor's report on the Company's June 30, 2009 financial statements included in our Annual Report states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company continues as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon its ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, to obtain additional financing, and ultimately, attain profitability.

Management plans to continue raising additional capital through a variety of fund raising methods during the fiscal year ending June 30, 2010 and to pursue all available financing alternatives in this regard. Management may also consider a variety of potential partnership or strategic alliances to strengthen its financial position. Although the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to the Company. The recent price and performance of our common stock could have a material adverse effect on our ability to obtain equity financing. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on the Company's financial condition, which could require the Company to:

w	curtail operations significantly;
w	sell significant assets;
w	seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to products,
w	technologies or markets; or

w	explore other strategic alternatives including a merger or sale.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.

Certain Indebtedness and Transactions

Paul Egan and Ciaran Egan have delayed payment of a portion of their salary in order to conserve our cash. At September 30, 2009, $104,565 and $142,062 of accrued salaries were owed to Paul Egan and Ciaran Egan, respectively.

Paul Egan and Ciaran have also advanced the funds to the Company. These advances accrue interest at the rate of 7% per annum. At September 30, 2009, the Company owed the amount of $45,757 and $48,973 to Paul Egan and Ciaran Egan, respectively, for advances; plus $554 and $5,835 to Paul Egan and Ciaran Egan, respectively, for accrued interest.

Pursuant to Paul Egan’s and Ciaran Egan’s employment agreements, the Company provides the officers a car allowance. These allowance have not been paid during the three months ended September 30, 2009, and the amounts of $13,256 to Paul Egan and $61,278 to Ciaran Egan have been accrued at September 30, 2009.

Exchange Rates

Our operations are principally conducted in Finland through our subsidiary Rahaxi, which operates in its local currency, the Euro. We also have operations in the Dominican Republic under the name FreeStar Dominicana S.A., operating in its local currency, the Dominican Republic Peso. All assets and liabilities are translated at exchange rates in effect at the end of the year. Accounts for consolidated statements of operations are translated at weighted average rates for the year. Exchange rates had a material negative impact on our revenue for the three months ended September 30, 2009. Gains and losses from translation of foreign currency into U.S. dollars are included in other comprehensive income (loss). The accumulated foreign currency translation adjustment was $254,447 and $310,517 for the three months ended September 30, 2009 and a year ended June 30, 2008, respectively.

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A significant portion of our revenues and expenses is denominated in currencies other than U.S. dollars; Rahaxi generates its revenue in Euros. Any significant change in exchange rates may have a favorable or negative effect on both our revenues and operational costs. In particular, the value of the U.S. dollar to the Euro impacts our operating results. Our 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 our obligations. In addition, a significant portion of our financial statements are prepared in Euro and translated to U.S. dollars for consolidation.

Inflation

The impact of inflation on our costs, and the ability to pass on cost increases to our customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations over the past fiscal year, and we do not anticipate that inflationary factors will have a significant impact on future operations.

Off-Balance Sheet Arrangements

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

Other

We do not provide post-retirement or post-employment benefits requiring charges under ASC 715-10-15 (formerly referred to as Statements of Financial Accounting Standards No. 106) and ASC 712-10-05 (formerly referred to as No. 112).

Critical Accounting Policies

The 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, our most critical accounting policies include: (a) use of estimates in the preparation of financial statements; (b) stock-based compensation arrangements; (c) revenue recognition; and (d) long-lived assets. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.

(a) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of these financial statements requires the Company 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 Company 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 Company 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.

For revenue from product sales, the Company recognizes revenue in accordance with ASC 605-15-15 (formerly referred to as Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which superseded SAB No. 101, "Revenue Recognition in Financial Statements.") ASC 605-15-15 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. ASC 605-15-15 incorporates ASC 605-25-05 (formerly referred to as Emerging Issues Task Force ("EITF") No. 00-21, "Multiple-Deliverable Revenue Arrangements.") ASC 605-25-05 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing ASC 605-25-05 on the Company's consolidated financial position and results of operations was not significant. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting. ASC 605-25-15 became effective for revenue arrangements entered into in periods beginning after June 15, 2003. For revenue arrangements occurring on or after August 1, 2003, the Company revised its revenue recognition policy to comply with the provisions of ASC 605-25-15.

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For those contracts which contain multiple deliverables, management must first determine whether each service, or deliverable, meets the separation criteria of ASC 605-25-05. In general, a deliverable (or a group of deliverables) meets the separation criteria if the deliverable has standalone value to the customer and if there is objective and reliable evidence of the fair value of the remaining deliverables in the arrangement. Each deliverable that meets the separation criteria is considered a "separate unit of accounting." Management allocates the total arrangement consideration to each separate unit of accounting based on the relative fair value of each separate unit of accounting. The amount of arrangement consideration that is allocated to a unit of accounting that has already been delivered is limited to the amount that is not contingent upon the delivery of another separate unit of accounting. After the arrangement consideration has been allocated to each separate unit of accounting, management applies the appropriate revenue recognition method for each separate unit of accounting as described previously based on the nature of the arrangement. All deliverables that do not meet the separation criteria of ASC 605-25-05 are combined into one unit of accounting, and the appropriate revenue recognition method is applied.

Processing fee revenue is earned based upon the actual number of transactions processed through the Company's processing system. Transaction processing fees are recognized in the period that the service is performed. These fees are typically charged on a per transaction basis, depending on the arrangement with the customer.

(d) LONG-LIVED ASSETS

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less the cost to sell.

ITEM 3. QUALITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Risk

Information required by this Item is not required for smaller reporting companies. Note generally, that in the normal course of business, operations of the Company are exposed to risks associated with fluctuations in foreign currency exchange rates. Overall, the Company is a net recipient of currencies other than the U.S. dollar and, as such, benefits from a weaker dollar and is adversely affected by a stronger dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, may negatively affect the Company's consolidated sales and gross margins as expressed in U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of September 30, 2009 our management carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation and due to the material weakness existing in our internal controls as of June 30, 2009 (described below) which has not been fully remediated as of September 30, 2009, we have concluded that as of September 30, 2009, our disclosure controls and procedures were ineffective.

Changes in internal controls

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Significant Deficiencies In Disclosure Controls And Procedures Or Internal Controls

We have determined there were errors in accounting for the status of certain shares of the Company’s common stock which had been issued pursuant to a financing agreement. The Company previously reported that these shares of stock had been held in escrow, when in fact these shares were improperly in the possession of third parties.

The Company completed its review in order to design enhanced controls and procedures to remedy this deficiency, and determined that such escrows should be avoided in the future where possible, or an outside third-party escrow should be utilized.

We also determined that our disclosure controls and procedures were not effective in light of the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2009. The late filing was caused by our inability to timely gather and report required financial information, including from our local staffs and local accounting firms, from our various operations in Finland, Ireland and the Dominican Republic. Based on this, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective based on our material weakness in the form of lack of segregation of duties, which stems in part from limited capital resources to hire additional financial and administrative staff. We have begun to delegate duties to other employees of the Company in order to address such deficiencies.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to certain legal proceedings as reported in Part II, Item 1 - "Legal Proceedings" in the Company's Form 10-K filed with the SEC on November 13, 2009, and as updated in its quarterly reports filed on Form 10-Q. During the three months ended September 30, 2009, there were no material changes to the legal proceeding or investigations reported in such reports.

ITEM 1A. RISK FACTORS

The operating results of the Company 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:

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

w	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;

w	gain or loss of clients or strategic relationships;

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

w	price competition;

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

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

w	changes in governmental regulation; and

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

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

GLOBAL ECONOMICS, POLITICAL AND OTHER CONDITIONS MAY ADVERSELY AFFECT TRENDS IN CONSUMER SPENDING, WHICH MAY ADVERSELY IMPACT THE COMPANY’S REVENUE AND PROFITABILITY.

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The global electronic payments industry depends heavily upon the overall level of consumer, business and government spending. A sustained deterioration in the general economic conditions affects the Company’s financial performance by reducing the number of transactions involving payment cards. A reduction in the amount of consumer spending could adversely impact future revenues and profits of the Company and make it more difficult for the Company to obtain new business.

THE LOSS OF EVEN ONE SIGNIFICANT CLIENT OR ANY SIGNIFICANT REDUCTION IN THE USE OF OUR SERVICES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We derive a significant portion of our revenues from two clients. For the years ended June 30, 2009 and 2008, revenues from two customers represented approximately 21% and 50% of our total revenues, respectively. The loss of anyone of these customers could have a material adverse effect on our business, financial condition and results of operations.

WE HAVE NEVER BEEN PROFITABLE AND REQUIRE IMMEDIATE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS

Based on our cash balance, assets and liabilities as of September 30, 2009, we are in need of immediate additional financing to fund our current working capital requirements, as well as longer-term needs. The recent global economic downturn, along with the decline in our average stock price over the past fiscal year and our continued losses, have made raising such required capital significantly more difficult.

Since our incorporation, we have not achieved profitability. We have incurred substantial costs to build the foundations of our business. From our inception to the date of this report we have retained a deficit. We expect our operating losses and negative cash flows to continue into the future. Even if we do become profitable, we cannot assure you that we can sustain or increase profitability on a quarterly or annual basis in the future. If our revenues grow slower than we anticipate, or if our operating expenses exceed our projected levels and cannot be adjusted appropriately, our business will be materially and adversely affected.

We do not expect to generate sufficient revenue to meet our cash requirements for the next twelve months. We will need to raise additional capital to continue meeting operational expenses. In our annual report on Form 10-K, our independent auditors have added an explanatory paragraph to their report of our financial statements for the year ended June 30, 2009 stating that our net losses, lack of revenues and dependence on our ability to raise additional capital to continue our existence, raise substantial doubt about our ability to continue as a going concern. If we are not successful in raising sufficient additional capital, we may we may not be able to continue as a going concern, our stockholders may lose their entire investment in us.

FAILURE TO REMAIN CURRENT IN REPORTING REQUIREMENTS COULD RESULT IN DELISTING FROM THE OVER THE COUNTER BULLETIN BOARD

Companies trading on the Over the Counter Bulletin Board ("OTCBB"), such as the Company, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCBB. If we fail to remain current in our reporting requirements, we could be delisted from the Bulletin Board.

In addition, pursuant to the applicable rules of the National Association of Securities Dealers, Inc. that operates the OTCBB, those OTCBB issuers that are cited for filing delinquency in its Form 10-K's/Form 10-Q's three times in a 24-month period and those OTCBB issuers removed for failure to file such reports two times in a 24-month period ineligible for quotation on the OTCBB for a period of one year. Under this proposed rule, a company filing with the extension time set forth in a Notice of Late Filing (Form 12b-25) would not be considered late. This rule does not apply to a company's Current Reports on Form 8-K.

As a result of these rules, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Since our annual report on Form 10-K for the fiscal year ended June 30, 2009 was filed late, there is an increased risk that we could be delisted due to future late filings, since we have already incurred our first “strike” for having a late filing.

COMPETITION

The market for electronic payment systems and electronic POS systems is intensely competitive and we expect competition to continue to increase. The Company's competitors for POS systems include VeriFone and Ingenico, amongst others, and companies such as Global Payments, First Data and Euroconnex for the Company's electronic payment software. In Finland, the company faces competition from companies such as Point, which is the largest terminal vendor in the Finnish market, as well as companies such as Screenway and Altdata, which are Point of Sale software vendors. In addition, the companies with whom we have strategic relationships could develop products or services that compete with the Company's products or services. In addition, some competitors in the Company's market have longer operating histories, significantly greater financial, technical, marketing and other resources, and greater brand recognition than the Company does. The Company also expects to face additional competition as other established and emerging companies enter the market for electronic payment solutions. To be competitive, the Company believes that it must, among other things, invest significant resources in developing new products, improve its current products and maintain customer satisfaction. Such investment will increase the Company's expenses and affect its profitability. In addition, if it fails to make this investment, the Company may not be able to compete successfully with its competitors, which could have a material adverse effect on its revenue and future profitability.

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TECHNOLOGICAL AND MARKET CHANGES

The markets in which the Company 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 Company'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 Company 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 the Company 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 Company to modify existing products. There is also the risk to the Company 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. Further, the Company expects that its future revenue will be significantly affected by the timing and success of the introduction and roll-out of new products and services.

NEW VERSIONS OF COMPANY'S PRODUCTS MAY CONTAIN ERRORS OR DEFECTS

The Company'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 Company's products. The Company has in the past discovered software errors in its new releases and new products after their introduction. The Company has experienced delays in release, lost revenues and customer frustration during the period required to correct these errors. The Company 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 Company's business, cash flow, financial condition and results of operations could be materially adversely affected.

NO ASSURANCE OF SUCCESSFUL AND TIMELY PRODUCT DEVELOPMENT

The Company's products and proposed enhancements are at various stages of development and additional development and testing will be required in order to determine the technical feasibility and commercial viability of the products. There can be no assurance that the Company's product development efforts will be successfully completed. The Company's proposed development schedule may be affected by a variety of factors, many of which will not be within the control of the Company, including technological difficulties, access to proprietary technology of others, delays in regulatory approvals, international operating licenses, and the availability of necessary funding. In light of the foregoing factors, there can be no assurance that the Company will be able to complete or successfully commercialize new products. The inability of the Company to successfully complete the development of new products or to do so in a timely manner, could force the Company to scale back operations, or cease operations entirely.

MARKET ACCEPTANCE

The Company's success is dependent on the market acceptance of its products. Market acceptance of the Company's products will be dependent, among other things, upon quality, ease of use, speed, reliability, and cost effectiveness. Even if the advantages of the Company's products are established, the Company is unable to predict how quickly, if at all, the products will be accepted by the marketplace.

PROTECTION OF PROPRIETARY RIGHTS

The Company'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 Company 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 Company, that others will not develop services that are similar or superior to the Company's, or that third parties will not copy or otherwise obtain and use the Company's proprietary information without authorization. In addition, certain of the Company's know-how and proprietary technology may not be patentable.

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

There is a risk that some of the Company's products may infringe the proprietary rights of third parties. In addition, whether or not the Company'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 Company may not be able to modify its products or obtain licenses on commercially reasonable terms, in a timely manner or at all. The Company's failure to do so could have a negative affect on its business and revenues.

DEPENDENCE ON SUPPLIERS

The Company depends upon a number of suppliers for components of its products. There is an inherent risk that certain components of the Company's products will be unavailable for prompt delivery or, in some cases, discontinued. The Company only has limited control over any third-party manufacturer as to quality controls, timeliness of production, deliveries and various other factors. Should the availability of certain components be compromised, it could force the Company to develop alternative designs using other components, which could add to the cost of goods sold and compromise delivery commitments. If the Company is unable to obtain components in a timely manner, at an acceptable cost, or at all, the Company may need to select new suppliers or redesign or reconstruct processes used to build its products. In such an instance, the Company would not be able to manufacture any security devices for a period of time, which could materially adversely affect its business, results from operations, and financial condition.

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KEY PERSONNEL

The Company's success is largely dependent on the personal efforts and abilities of its senior management. The loss of certain members of the Company'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.

As needed from time to time, the Company may continue to recruit 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 Company's business. As a result, the Company 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.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION

The Company's articles of incorporation and bylaws include provisions to the effect that we may indemnify any director, officer, or employee, as well as limit the liability of such persons. In addition, provisions of Nevada law provide for such indemnification, as well as for a limitation of liability of our directors and officers for monetary damages arising from a breach of their fiduciary duties. Any limitation on the liability of any director or officer, or indemnification of any director, officer, or employee, could result in substantial expenditures being made by the Company in covering any liability of such persons or in indemnifying them.

LITIGATION

As described under Legal Proceedings in our Form 10-K for the fiscal year ended June 30, 2009, the Company is subject to one lawsuit. From time to time, the Company is involved in a variety of claims, suits, investigations and proceedings arising from the operation of the Company's business. It is possible that such a matter could arise in the future and be resolved in a manner that ultimately would have a material adverse impact on the Company's business, and could negatively impact its revenues, operating margins, and net income.

WE MAY HAVE PROBLEMS OBTAINING OUR INDEPENDENT ACCOUNTING FIRM’S REPORT ON OUR COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT

The SEC, as directed by Section 404 of the Sarbanes-Oxley Act, adopted rules generally requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual report on Form 10-K that contains an assessment by management of the effectiveness of the company’s internal controls over financial reporting. Commencing with our annual report for the fiscal year ending June 30, 2010, our independent registered accounting firm must attest to and report on management’s assessment of the effectiveness of our internal controls over financial reporting.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES.

The Company made the following sales of unregistered (restricted) securities during the quarter ended on September 30, 2009 (not previously reported in a Form 8-K):

The Company sold 20,000,000 shares of common stock for cash of $200,000, previously accrued.

The Company sold 1,500,000 shares of common stock for cash of $15,000.

No commissions were paid in connection with any of these sales. We did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities described below. Except as otherwise noted above, the offer and sale of the securities listed below were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act or Regulation D or Regulation S promulgated by the Securities and Exchange Commission as transactions by an issuer not involving any public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

None.

ITEM 5. OTHER INFORMATION.

None.

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SUBSEQUENT EVENTS.

Subsequent to September 30, 2009, the Company issued the following shares of common stock:

The Company issued a total of 5,000,000 shares (post reverse-split) of common stock to two consultants for services, and also issued a total of 3,000,000 shares (post reverse-split) of common stock to an employee as a bonus. The Company also issued 1,500,000 shares of common stock (post reverse-split) to an investors for cash proceeds of $15,000.

ITEM 6. EXHIBITS.

Number		Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Paul Egan (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Ciaran Egan (filed herewith).
32		Section 1350 Certification of Paul Egan and Ciaran Egan (furnished herewith).

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

		RAHAXI, INC.


Date: November 23, 2009	By:	/s/ Paul Egan
		Paul Egan
		Chief Executive Officer




Date: November 23, 2009	By:	/s/ Ciaran Egan
		Ciaran Egan
		Secretary/Treasurer/ Chief Financial Officer

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Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Rahaxi (RHXI) Inactive 10-Q2010 Q1 Quarterly report

Content analysis