AND EXCHANGE COMMISSION
TO SECTION 13 0R 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
of Report (date of earliest event reported): December 10, 2014
name of registrant as specified in its charter)
or Other Jurisdiction of Incorporation)
Employer Identification No.)|
Clematis Street, Suite 400, West Palm Beach, FL
|(Address of Principal
telephone number, including area code: (561) 514-9042
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
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.
4, 2014, FastFunds Financial Corporation (“FFFC”) issued a convertible promissory that netted FFFC $38,000
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.
of this financing agreed upon with the individual investor is described in the below items.
into a Material Definitive Agreement|
Promissory Note to CAREBOURN CAPITAL, L.P.,
December 4, 2014, FastFunds Financial Corporation (“FFFC”) issued a Convertible Promissory Note (“Note”)
in the principal amount of $38,000 with an interest rate of 12% per annum pursuant to the terms of the Convertible Promissory
Note Agreement between FFFC, a Nevada corporation, and Carebourn Capital, L.P. (“Carebourn”). The transaction
was completed on December 4, 2014. The Carebourn Note matures on September 4, 2015 (“Maturity Date”).
Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest
on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date
thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is
fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder
(to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with
the terms hereof) shall be made in lawful money of the United States of America.
Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the average
of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date.
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
foregoing descriptions of the Carebourn Agreement are qualified in their entirety by reference to such Promissory Note, which
is filed as Exhibit 10.18 hereto and are incorporated herein by reference.
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Sales of Equity Securities
The disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into
Statement and Exhibits|
Promissory Note Agreement between FastFunds Financial Corporation and Carebourn Capital,
L.P. dated December 4, 2014.
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: December 10, 2014
||FASTFUNDS FINANCIAL CORPORATION|