PayStar Corporation, incorporated in June 1977, is a distributor of communications and financial services and provides its customers with an array of enabling devices through its Global Virtual Network. The Company is comprised of three fully integrated divisions: PayStar GLOBALCash, Inc., supplying prepaid automated teller machine (ATM) and MasterCard products and services; PayStar InfoStations, Inc., providing Internet-enabled kiosks, and PayStar SHS, Inc., providing commercial telephony switch products and services. PayStar's global strategy centers on expanding its Global Virtual Network to worldwide locations with enabling devices. GLOBALCash, Inc. GLOBALCash, Inc., in conjunction with outside vendors, has developed a prepaid ATM and MasterCard Card program called GLOBALCash. GLOBALCash is a program that enables any person, regardless of credit history, banking status or age, the ability to purchase an ATM card or MasterCard Card for use anywhere in the world. These GLOBALCash cards grant ATM access to the tens of millions of consumers who were previously denied this convenience. These consumers include people with poor credit, no bank accounts and those who are under the age of 18. GLOBALCash customers were previously forced to carry large sums of cash, thereby limiting their ability to travel or shop. Now, GLOBALCash affords these consumers the same safety and benefits that are afforded to those who can access their money through credit cards and ATM cards worldwide. GLOBALCash consumers do not need a bank account, identification, social security number, credit card or United States citizenship. The consumer buys a GLOBALCash ATM card at a participating merchant's store. The consumer determines the value of the ATM card they wish to load on the ATM card they purchase and the merchant loads this amount onto the card. The consumer may then immediately use their card in the tens of thousands of locations that accept ATM cards. The GLOBALCash Prepaid MasterCard Card may be used at millions of locations. Both cards allow consumers to access their cash around the clock. PayStar InfoStations, Inc. PayStar InfoStations, Inc. owns 475 Internet kiosks, of which 335 are deployed in various locations throughout the United States. The remaining kiosks are held in storage pending location of suitable sites. The Internet kiosks located at various locations throughout the country allow customers to send or receive e-mail messages using high-speed Internet access; view Internet services and information such as news, sports, shopping and travel; play arcade quality video games; create and send personalized electronic postcards with sound, pictures and text; create e-commerce purchases through its affiliated Website network; view content and advertising targeted to a specific venue and its audiences; gather information on the local area, and connect customer's laptops and other devices to the Internet. PayStar SHS, Inc. PayStar SHS, Inc. is a full-service telecommunications provider with extensive experience in the switching elements of the industry. SHS can offer telecommunications engineering, software development, hardware assembly, equipment installation and maintenance services. SHS also offers retail rates to customers for both the co-located switching service and shared host service, as well as expanding wholesale carrier services, such as brokering minutes between wholesalers. SHS works with Lucent Technologies in the development of new products and is positioned to develop new advances in software to service current and future customers. The SHS2000 Digital Switching Platform is primarily used in the prepaid calling card industry, although additional software applications allow the platform to be used by cellular and long-distance service providers. The platform is usually installed by SHS at the customer location or a nearby telecommunications building. Once installed and connected to the telephone communications network, the platform provides basic functions such as placing telephone calls and mor

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