Current Report Filing (8-k)
11 July 2016 - 9:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 0R 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported)
:
June 30, 2016
FASTFUNDS
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-33053
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87-0425514
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(Commission File Number)
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(IRS
Employer Identification No.
)
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319 Clematis Street, Suite 400, West Palm Beach, FL
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33401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(561) 514-9042
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Forward
Looking Statements
This Form 8-K and other reports filed
by the Registrant from time to time with the Securities and Exchange Commission (collectively, “
Filings
”) contain
or may contain forward looking statements and information that are based upon beliefs of, and information currently available to,
our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”,
“believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our
management. Such statements reflect management’s current view of our business with respect to future events and are
subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report
filed on Form 10-K entitled “
Risk Factors
”) relating to our industry, operations and results of operations,
and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended or planned.
Although we believe the expectations
reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend
to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item
7.01
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Regulation
FD Disclosure
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On June 30, 2016, FastFunds Financial
Corporation (“
FFFC
”) issued a convertible promissory note dated June 30, 2016 that netted FFFC $189,559 in financing.
FFFC intends to use the proceeds from this financing for general working capital and to fund the development of corporate
initiatives relating to its business plan.
The terms of this financing agreed upon
with the individual investor is described in the below items.
Item
1.01
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Entry
into a Material Definitive Agreement
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Convertible Promissory
Note to CareBourn Capital, L.P.
On June 30, 2016,
FastFunds Financial Corporation (“
FFFC
”) and its operating subsidiary Brawnstone Security, LLC (“
Brawnstone
”)
together issued a Convertible Promissory Note dated June 30, 2016 (“Note”) in the principal amount of $224,318 with
an interest rate of 12% per annum pursuant to the terms of the Senior Secured Convertible Promissory Note among FFFC, a Nevada
corporation, its operating subsidiary, Brawnstone, an Ohio Limited Liability Company and CareBourn Capital, L.P., a Delaware Limited
Partnership (“
CareBourn
”) (the “
Note
”). The CareBourn Note matures on November 30, 2017 (“
Maturity
Date
”).
The Note requires
daily payments of principal and interest of $750. Any amount of principal or interest on this Note that is not paid following an
event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until
the same is paid.
The Conversion
Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the average of the
lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior
to the Conversion Date.
The Corporation’s obligations
under the Note are secured by all of the outstanding shares of FFFC’s Series C Preferred Stock held by its President, Henry
Fong. The Series C Preferred provides Mr. Fong or his assigns Super Majority Voting Rights. As a result, Mr. Fong exercises majority
control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers,
consolidations, the sale of all or substantially all of the Company’s assets, and also the power to prevent or cause a change
in control. A change in control of the Corporation would occur in the event a default is called pursuant to the terms of the Note
and if the Series C shares are transferred to CareBourn.
FFFC claims an exemption from the registration
requirements of the Securities Act of 1933, as amended (“
Act
”), for the private placement of these securities
pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering. CareBourn is
an accredited investor, CareBourn had access to information about FFFC and its investment, CareBourn took the securities for investment
and not resale, and FFFC took appropriate measures to restrict the transfer of the securities.
The foregoing descriptions of the CareBourn
Agreement are qualified in their entirety by reference to such Promissory Note, which is filed as Exhibit 10.1 hereto and are
incorporated herein by reference.
Item
2.03
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Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
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The
disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item
3.02
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Unregistered
Sales of Equity Securities
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The
disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item
5.01
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Changes
in Control of Registrant
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The
disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item
9.01
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Financial
Statement and Exhibits
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Exhibit
Number
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Description
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10.1
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Senior
Secured Convertible Promissory Note by and among FastFunds Financial Corporation, Brawnstone
Security, LLC and CareBourn Capital, L.P. dated June 30, 2016.
Filed herewith.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated:
July 11, 2016
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FASTFUNDS
FINANCIAL CORPORATION
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By:
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/s/
Henry Fong
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Henry
Fong
Chief
Executive Officer
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