FORWARD-LOOKING STATEMENTS

Statements about our future expectations are "forward-looking statements" within the meaning of applicable Federal Securities Laws, 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 in Item 1A under the caption "Risk Factors," in this Annual Report on Form 10-K for the year ended December 31, 2008, and other filings with the SEC, 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 should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2008 (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.

RESULTS OF OPERATIONS - 2008 VS. 2007

Revenues

During the year ended December 31, 2008, merchant processing services realized revenues of $404,103 and the Bank Freedom prepaid card realized revenues of $614,793 for a total of $1,018,896. This represents an increase of 9% or $80,900 from $937,996 for 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.

During the year ended December 31, 2008, we incurred $425,346 in costs directly attributed to our sales. This represents an increase of 43% or $127,343 over $298,003 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  year  ended  December 31, 2008, we incurred $3,248,555 in expenses.
This  represents  a  142% or $1,903,989 increase over $1,344,566 realized in the
same  period  last  year.   Expenses  consisted  of  the  following:

EXPENSES:                                       2008       2007
----------------------------------------  -----------  --------
Sales                                     $1,214,914   $731,495
Professional Fees                           (784,219)   116,538
Selling General and Administrative Costs   1,167,261    418,941
Related Party Expense - Rent                  82,161     77,592

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. This represents a 66% or $483,419 increase over $731,495 realized in the same period last year, as 2007 only recognized these expenses in the final quarter of the year.

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 573% or $667,681 increase over $116,538 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 179% or $748,320 increase over $418,941 realized in the same period in 2007 is the result of the new prepaid card operations.

Related Party Expense - Rent - Consists of office space rental. This represents an increase of 6% or $4,569 over $77,592 realized from the same period in 2007, resulting from prorate share of office space occupied by the prepaid card operations.

FINANCIAL CONDITION AND LIQUIDITY

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 year ended December 31, 2008, the Company had incurred $3,673,901 in expenses (of which $330,689 were non-cash expenses) and had realized only $1,018,896 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

From November, 2007, through September, 2008, the Company raised approximately $2,164,237 in three private offerings, before costs. In addition, we may be required to seek additional funding.

OFF-BALANCE  SHEET  ARRANGEMENTS

None

CONTRACTUAL  OBLIGATIONS

At  December  31,  2008,  our  contractual  obligations  were:

                                                                  MORE
                                      WITHIN    1-3       3-5     THAN
CONTRACTUAL OBLIGATIONS   TOTAL       1 YEAR    YEARS     YEARS   5 YEARS
------------------------  ----------  --------  --------  ------  -------
Office Lease(1)           $   66,144  $ 33,072  $ 33,072  $    -  $     -
EnPointe Systems(2)       $   55,050  $ 55,050  $      -  $    -  $     -
Equinix(3)                $    9,900  $  9,900  $      -  $    -  $     -
Bruce A. Berman(4)        $  664,229  $201,683  $462,546  $    -  $     -
Repayment Obligations to
Other Vendors(5)          $  263,727  $116,406  $147,321  $    -  $     -
Total:                    $1,059,050  $416,111  $642,939  $    -  $     -
                          ==========  ========  ========  ======  =======

(1) The company is obligated under a lease arrangement for office space expiring in December, 2010. Monthly rent is due on the first of each month in the amount of $2,756.
(2) The company is obligated under a repayment agreement for services rendered in 2008 for information systems work.
(3) The company is obligated under a repayment agreement for web site marketing services performed in 2008.
(4) The company is obligated under an agreement with Bruce A. Berman for $16,746 per month the purchase of Merchant Processing International, Inc. in 2007.
(5) The company is obligated under repayment agreements to other vendors for services performed in 2008.