FORWARD LOOKING STATEMENTS: STATEMENTS ABOUT OUR FUTURE EXPECTATIONS ARE "FORWARD-LOOKING STATEMENTS" AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. WHEN USED HEREIN, THE WORDS "MAY," "WILL," "SHOULD," "ANTICIPATE," "BELIEVE," "APPEAR," "INTEND," "PLAN," "EXPECT," "ESTIMATE," "APPROXIMATE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INHERENT IN OUR BUSINESS, INCLUDING THOSE SET FORTH UNDER THE CAPTION "RISK FACTORS," IN THIS DISCLOSURE STATEMENT, AND ARE SUBJECT TO CHANGE AT ANY TIME. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENT.

This Management's Discussion and Analysis and Plan of Operation should be read in conjunction with the financial statements included in this Report (the "Financial Statements)

The financial statements have been prepared in accordance with generally accepted accounting policies in the United States ("GAAP"). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis ("MD&A") are quoted in United States dollars.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements arise principally from our working capital needs, including the cost of goods and marketing costs. Although in the future we intend to fund our liquidity requirements through a combination of cash on hand and revenues from operations, for the nine months ended September 30, 2008, the Company had incurred $3,472,424 in expenses (of which $338,260 were non-cash expenses) and had realized only $672,968 in revenues.

Accordingly, our ability to initiate our plan of operations and continue as a going concern is currently dependent on our ability to raise external capital. We have raised $350,000 on the issuance of three convertible notes. We believe that it will be very difficult to obtain any form of debt financing without equity conversion terms due to our current lack of revenues from operations and the current state of our balance sheet, including a lack of hard assets against which to borrow. Accordingly, we are focusing on obtaining equity financing.

From November, 2007, through Septmeber, 2008, the Company raised approximately $2,160,000 in three private offerings, before costs. In addition, we may be required to seek additional funding.

We hope to raise sufficient capital to finance marketing programs to gain market share. We believe the cost of marketing general purpose prepaid debit cards will increase as more competitors enter the market. These new competitive forces will increase media costs on television and radio.

Nine Months Ended September 30, 2008

Revenues

During the nine months ended September 30, 2008, merchant processing services realized revenues of $285,437 and the Bank Freedom prepaid card realized revenues of $387,531 for a total of $672,968. This represents a decrease of 3% or $20,261 from $693,229 for the same period last year. The decrease is the result of merchant processing revenues not continuing with its consulting line of business, offset by no revenues generated in 2007 by prepaid card operations. In 2008, merchant processing revenues are generated in the form of commissions paid as a percentage of credit card volume for the retailers engaged, while the prepaid card business model earns revenues through interchange and service fees after issuance of the cards.

Cost of Sales

During the nine months ended September 30, 2008, we incurred $335,189 in costs directly attributed to our sales. This represents an increase of 40% or $96,326 over $238,863 realized in the same period last year. The increase is primarily due to the operations of the prepaid card business, partially offset by the decrease in merchant processing consulting costs. In 2008, Cost of Sales includes, bank and Mastercard Association fees, merchant processing fees, and fulfillment costs.

Expenses

During the nine months ended September 30, 2008, we incurred $3,137,235 in expenses. This represents a 697% or $2,743,501 increase over $393,734 realized in the same period last year. Expenses consisted of the following:

     EXPENSES:
     Sales                                       $1,148,681
     Professional Fees                              785,878
     Selling General and Administrative Costs     1,032,577
     Related Party Expense - Rent                    71,661
     Derivative Expense                              98,438
                                                 ----------

Sales - Consist of internet marketing to potential cardholders using various affiliate marketing channels and pay-per-click campaigns. This category also includes direct mail, radio commercial production, radio air time, and printing expense necessary to attract new cardholders. In 2007, no sales expenses were recorded.

Professional Fees - Consist of accounting, legal and other professional fees including the cost of the fair market value for the stock provided to investor representatives for investor referrals. This represents a 2,545% or $756,169 increase over $29,709 realized in the same period last year, as most of these expenses did not exist in 2007.

Related Party Expense - Rent - Consists of office space rental. This represents an increase of 30% or $16,733 over $54,928 realized from the same period in 2007, resulting from prorate share of office space occupied by the prepaid card operations.

Derivative Expense - Consists of stock warrants which are valued using the Black-Scholes option-pricing model. This cost was not existent in 2007.

Three Months Ended September 30, 2008

Revenues

During the three months ended September 30, 2008, merchant processing services realized revenues of $144,294 and the Bank Freedom prepaid card realized revenues of $259,808 for a total of $404,102. This represents an increase of 57% or $147,234 over $256,868 realized in the same period last year. The increase is the result of no revenues generated in 2007 by prepaid card operations, offset by merchant processing revenues not continuing with its consulting line of business. In 2008, merchant processing revenues are generated in the form of commissions paid as a percentage of credit card volume for the retailers engaged, while the prepaid card business model earns revenues through interchange and service fees after issuance of the cards.

Cost of Sales

During the three months ended September 30, 2008, we incurred $157,626 in costs directly attributed to our sales. This represents an increase of 107% or $81,297 over $76,329 realized in the same period last year. The increase is primarily due to the operations of the prepaid card business, partially offset by the decrease in merchant processing consulting costs. In 2008, Cost of Sales includes, bank and Mastercard Association fees, merchant processing fees, and fulfillment costs.

Expenses

During the three months ended September 30, 2008, we incurred $802,872 in expenses. This represents a 363% or $629,538 increase over $173,334 recognized in the same period last year. Expenses consisted of the following:

     EXPENSES:
     Sales                                       $144,798
     Professional Fees                            238,234
     Selling General and Administrative Costs     304,251
     Related Party Expense - Rent                  17,151
     Derivative Expense                            98,438
                                                 --------

Professional Fees - Consist of accounting, legal and other professional fees including the cost of the fair market value for the stock provided to investor representatives for investor referrals. This represents a 2,039% or $227,096 increase over $11,138 realized in the same period last year, as most of these expenses did not exist in 2007.

Selling General and Administrative Costs - Consists of insurance, office supplies and expense, payroll expenses, investor referral fees and other miscellaneous expenses. The 121% or $167,023 increase over $137,228 in the same period last year is the result of the new prepaid card operations.

Related Party Expense - Rent - Consists of office space rental. This represents a decrease of 31% or $7,817 from $24,968 realized in the same period last year, resulting from monthly reduced rent obligations and offset by prorate share of office space occupied by the prepaid card operations.

Derivative Expense - Consists of stock warrants which are valued using the Black-Scholes option-pricing model. This cost was not existent in 2007.

OFF-BALANCE SHEET ARRANGEMENTS

The company has no off-balance sheet arrangements.