UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~February 31, ~~2011~~2012 FACT CORPORATION Exact name of registrant as specified in its charter

Colorado	000-17232	84-0888594
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Railroad Place, Belleville, New Jersey	07109
11 Railroad Place, Belleville NJ	07109
(Address of principal executive offices)	(Zip Code)

~~732~~(888) 410-~~922-0911~~3228 Registrant’s telephone number, including area code n/a (Former name or former address, if changed since last report)

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:

[ ] 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))

SECTION 32. FINANCIAL ~~– SECURITIES AND TRADING MARKETS~~INFORMATION

Item 32.0204 Triggering ~~Unregistered~~Events ~~Sales~~That ofAccelerate ~~Equity~~or ~~Securities~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

OnTriggering ~~August~~Events 3,That ~~2011,~~Accelerate ~~the~~or ~~Board~~Increase of Directors of FACT Corporation (the “Company”) approved the settlement of certain debts on the balance sheet of the Company by way of the issuance of 38,769,197 Class A common shares (the “Shares”) as may be required to settle such debt as could be negotiated for settlement at a ~~deemed~~Direct ~~price~~Financial ~~of $0.075 per Share.~~Obligation

On ~~August~~February 221, ~~2011~~2012, ~~the~~ ~~Company~~FACT ~~finalized~~Corporation’s ~~debt~~wholly-owned ~~settlement~~subsidiary ~~agreements~~Food ~~with~~and ~~various~~Culinary ~~creditors~~Technology Group Inc. (the “Company”) President and ~~issued~~CEO received by e-mail, notification of a ~~total~~notice of ~~25,677,517~~default ~~Shares~~to inbe ~~settlement~~provided offrom ~~$1,925,813.79~~FACT ofGroup ~~debt~~LLC ~~and~~(the on“LLC”) ~~August~~with ~~24,~~a ~~2011~~draft of such notice, which stated that the Company ~~finalized~~was ~~additional~~in ~~debt~~default ~~settlement~~under ~~agreements~~the Settlement Agreement (the “Agreement”) between the Company and ~~issued a~~the ~~further~~LLC ~~13,091,680~~entered ~~Shares in~~into ~~settlement~~as of August ~~$981~~20,~~875.95~~ 2003, as the Company had failed to meet all of ~~debt.~~the required royalty payments under the Agreement.

~~Further,~~The onLLC ~~August~~has 3,the ~~2011,~~right under the ~~Board~~Agreement ofto ~~Directors~~provide notice of ~~the~~any ~~Company~~default ~~approved~~under the ~~issuance~~Agreement ~~into~~to ~~escrow~~certain ofparties athereto ~~total~~by ofdelivering ~~3,503,000~~personally ~~Shares~~or todepositing ~~Jacqueline~~a ~~Danforth~~certified incopy, ~~consideration~~return ofreceipt ~~the~~requested ~~provision~~in ofthe aU.S. ~~second~~mail ~~mortgage~~to onsuch ~~her~~defendants ~~property~~and totheir ~~secure~~legal ancounsel. ~~operating~~Such ~~line~~parties ~~for~~are ~~the~~referred ~~Company~~to in the ~~amount~~Agreement ofas ~~$250,000~~the “Defendants”. While the LLC ~~The~~has ~~3,503,000~~represented ~~Shares~~that ~~were~~proper ~~issued~~notice onhas ~~August~~been 24served, ~~2011. The~~the ~~Shares~~Company ~~are~~currently totakes bethe ~~held~~position bythat ~~the~~proper ~~Company~~notice ~~and~~of todefault behas ~~released~~not tobeen ~~Ms.~~provided ~~Danforth~~as inrequired under the ~~event~~terms of athe ~~default~~Agreement, inand ~~the~~therefore ~~operating~~that ~~line~~the bytime ~~the~~to ~~Company~~respond to ~~the~~any ~~lender~~such ~~which~~notice isof ~~not~~default ~~cured~~has ~~within~~not 30yet ~~days. Ms.~~commenced ~~Danforth~~and will ~~have~~not ~~full~~commence ~~voting~~until ~~rights~~such ontime as the ~~Shares~~Defendants receive such notice of default as required under the Agreement.

InShould ~~total~~such ~~the~~notice ~~Company~~of ~~has~~default ~~issued~~be ~~38,769,197 Shares~~legally inprovided ~~settlement~~pursuant ofto ~~$2,907,689.74~~the interms ~~debt~~of ~~and~~the 3Agreement,~~503,000~~ ~~Shares~~then inthe ~~consideration~~Defendants ofwill ahave ~~$250,000~~15 ~~second~~business ~~mortgage~~days ~~detailed~~from ~~above. All of~~ the ~~shares~~provision ~~were~~of ~~issued~~such atnotice ato ~~deemed~~the ~~price~~Defendants ofto ~~$0.075~~cure ~~per~~the ~~Share~~default.

OfThis notice of default comes at the ~~Shares~~time ~~issued~~that the Company was negotiating a ~~total~~financing offor 12the Company to progress the Company and its business opportunities. The Company had requested that the LLC give the Company until February 10,~~506,031~~ ~~Shares~~2012 ~~were~~to ~~issued~~present the LLC with a settlement agreement for consideration with the Company’s intent that they would reach an agreement that would be more in keeping with the Company’s ability to ~~companies~~pay ~~controlled~~royalties on those assets of the Company which are related to the Agreement. However, in order to give the 10 days requested by anthe ~~officer~~Company, the LLC demanded that the Company pay $15,000 and ~~director~~provide them with written commitment that they would pay the arrears in full on or before March 31, 2012. The Company was not in a position to meet those demands and advised the LLC of such with a request that they delay the default until February 10, 2012. The LLC denied the request. However, until such time as the Defendants receive proper notice then the default cure period will not commence. There is reason to believe that the LLC will provide proper notice to the Defendants and therefore the Company, along with the other Defendants, will be placed into default.

AShould ~~total of 41,005,803 Shares noted above were issued under~~ the ~~Regulation~~Defendants Sfail ~~exemption~~to incure ~~compliance with~~ the ~~exemption~~default ~~from~~upon ~~the~~proper ~~registration~~notice ~~requirements~~then ~~found in Regulation S promulgated by~~ the ~~Securities~~LLC ~~and~~has ~~Exchange Commission (~~the ~~“SEC”)~~right ~~under the Securities Act of 1933, as amended. The offer and sale~~ to ~~the~~apply ~~purchasers was made in an offshore transaction as defined by Rule 902(h). No directed selling efforts were made in the U.S. as defined in Rule 902(c). The offer and sale~~ to the ~~purchasers~~courts ~~was not made to a U.S. person or~~ for ~~the~~return ~~account or benefit~~ of ~~a U.S. person. The following conditions were present in~~ the ~~offer~~assets and ~~sale: a) The purchaser of~~ the ~~securities~~Company ~~certified~~will ~~that~~be itprohibited isunder ~~not~~ a ~~U.S.~~non-compete ~~person and did not acquire the shares for the account or benefit of any U.S. person; b) The purchaser has agreed to resell the securities only~~ in ~~compliance~~undertaking with Regulation S pursuant to a registration under the Securities Act, or pursuant to an applicable exemption from registration; and has agreed not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act; c) The purchaser has acknowledged and agreed with the Company that the Company shall refuse registration of any ~~transfer~~business ~~of the securities unless made~~ in ~~accordance~~North ~~with~~America ~~Regulation~~which ~~S, pursuant to a registration statement under the Securities Act, or pursuant to an applicable exemption from registration; and d) The purchaser has represented that it~~ is ~~acquiring~~ the ~~shares~~same ~~for its own account~~or, ~~for~~directly ~~investment~~competitive ~~purposes only and not~~ with aproducts ~~view~~which toare ~~any~~based ~~resale, distribution or other disposition of the shares in violation of the United States federal securities laws. Neither the Company nor any person acting~~ on ~~its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and~~ the ~~certificates representing these shares have been affixed with a standard restrictive legend~~“Assets”, ~~which~~as ~~states~~such ~~that~~term ~~the~~is ~~securities~~defined ~~cannot~~in ~~be sold without registration under~~ the ~~Securities Act of 1933 or an exemption therefrom~~Agreement. Further to the issuance of the shares, certain of the stockholders provided a legal opinion to the Company whereby a total of 24,460,685 had the restrictive legend removed pursuant to an applicable exemption.

AThe ~~total~~business ofrelated ~~1,266,394~~to ~~Shares~~the ~~were~~Assets ~~issued~~has ~~under~~not ~~with~~been ansufficient ~~exemption~~to ~~from~~make the ~~registration~~royalty ~~requirements~~payments ofas ~~the~~required ~~Securities~~under ~~Act~~the ofAgreement ~~1933,~~and ~~as amended, pursuant~~ to ~~Section~~meet ~~4(2) of~~ the ~~Act~~obligations ~~and/or~~to ~~Rule~~the ~~506~~Company’s ofsuppliers ~~Regulation~~and Dthere ~~promulgated~~can ~~thereunder~~be ~~since,~~no ~~among~~assurance ~~other~~that ~~things,~~ the ~~transaction~~portion ~~does~~of ~~not~~the ~~involve~~business arelated ~~public~~to ~~offering,~~the ~~there~~Assets ~~were~~will agenerate ~~limited~~sufficient ~~number~~revenues ofto ~~purchasers,~~meet the ~~purchasers~~required ~~have~~payments. Therefore, ~~access to information about~~ the Company ~~and~~will ~~its~~have ~~purchase,~~to ~~the~~reach ~~purchasers~~a ~~will~~settlement ~~take~~with the ~~securities~~LLC ~~for~~or ~~investment~~it ~~and~~may ~~not~~decide ~~resale,~~to ~~and~~return the ~~Company~~Assets isto ~~taking~~the ~~appropriate~~LLC ~~measures~~without opposition to ~~restrict~~any ~~the~~motions ~~transfer~~to of the ~~securities~~Courts.

The Company is currently reviewing with legal counsel the actions that it may take in regard to the Agreement and continues to work with its financing sources to finalize the terms of a financing.

FACT Corporation, which is the parent of the Company, has a number of other initiatives which are generating revenues and which FACT Corporation will continue to pursue for the benefit of its shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	FACT Corporation
Dated: August 30, 2011	By:	/s/ Jacqueline Danforth
Dated: February 7, 2012	By:	/s/ Jacqueline Danforth
	Jacqueline Danforth
	Name:	Jacqueline Danforth
	Chief Executive Officer
`	Title:	Chief Executive Officer

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