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EDGAR FILINGS

Year 2006 / April 27

FREESTAR TECHNOLOGY CORPORATION (FSRT.OB)

Unregistered Sale of Equity Securities, Other Events, Financial Statemen

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

FreeStar Technology Corporation (the "Company") signed subscription agreements with a group of offshore investors led by Swedish Credit and Finance .AB for the sale of an aggregate of 25 million shares of Company common stock for $10 million dollars (an average price per share of $0.40), plus warrants (the "Financing").

The Company will issue 25 million newly issued shares of restricted common stock under Regulation S at an average price of $0.40 per share, plus warrants to purchase 25 million shares of Company common stock with strike prices ranging from $1.50 to $3.00, as set forth below. At the initial closing of the Financing ("Closing"), the Company will issue (i) 5 million shares at a price per share of $0.30 in exchange for a promissory note that is payable in full by the investors three months after the Closing and (ii) 10 million shares at a price per share of $0.55 in exchange for a promissory note that is payable in full by the investors twelve months after the Closing. Both promissory notes will have a twelve percent annual interest rate and may be prepaid at any time without penalty. Thirty days after the Closing, the Company will deliver an additional 10 million shares of common stock in exchange for $3 million ($0.30 per share), which will be paid in full in cash by the investors at that time. The Company will also deliver all of the warrants to the Investors thirty days after the Closing.

The warrants to be issued pursuant to the Financing are as follows:

Exercise Price       Number of shares of Company Common Stock
per share             underlying Warrants

$1.50                  10 million shares
$2.00                  7.5 million shares 
$2.50                  5 million shares
$3.00                  2.5 million shares

All warrants have a two-year exercise period from the date of issuance of the warrants. No registration rights were granted to the Investors in connection with the Financing and the shares and warrants issued in the Financing will be restricted securities, subject to the applicable restrictions set forth in Regulation S promulgated under the Securities Act of 1933, as amended.

The form of subscription agreement and form of warrant used in the Financing are attached hereto as Exhibits 10.1 and 10.2, respectively.

All dollar amounts referenced herein are in U.S. dollars.

ITEM 8.01. OTHER EVENTS.

On April 27, 2006, FreeStar Technology Corporation issued a press release announcing a sale of common stock and warrants described in Item 3.02 of this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.       Form of Subscription Agreement

10.1                Form of Subscription Agreement 
10.2                Form of Warrant 
99.1                Press Release of FreeStar Technology Corporation