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EDGAR FILINGS

Year 2004 / May 20

FREESTAR TECHNOLOGY CORPORATION (FSRC.OB)

Acquisition or Disposition of Assets and Financial Statements & Exhibits

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On May 4, 2004, the Registrant entered into an Asset Purchase Agreement ("Agreement") with Unipay, Inc., a North Carolina corporation ("Seller"), and Unipay, Inc., a Colorado corporation and sole shareholder of Unipay ("Stockholder") (see Exhibit 2). The Seller, among other operations, provides or acts as an electronic gateway between sellers of goods and services and processors of payments for those goods and services made via credit cards and debit cards, presently located at the Seller's facility in Murphy, North Carolina. Under the terms of the Agreement, the Registrant is purchasing all of the Seller's assets and properties used in connection with the operation of this business, with no assumption of liabilities. The terms of the Agreement, the Registrant is obligated to pay the purchase price for these assets, which is the sum of (a) $150,000, which is to be paid to the Seller on or before July 1, 2004; and (b) 10,000,000 restricted shares of the Registrant's common stock, which have an agreed upon value of $1,000,000.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statements.

The Registrant has determined that under Securities and Exchange Commission Rule 3-05 of Regulation S-X this acquisition does not require any financial disclosure. Therefore, no financial statements will be furnished in connection with the acquisition.

Exhibits.

Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-B.