SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 10-Q

☑	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended ~~September~~March 3031, ~~2015~~2016
	OR
☐	TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______

Commission File No. 000-33053

FASTFUNDS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	87-0425514
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

319 Clematis Street, Suite 400

West Palm Beach, Florida 33401

(Address of principal executive offices) (Zip code)

(561) 514-9042

(Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. ☑☐ Yes ☐☑ No

Indicate by check mark whether the Registrant has submitted electronically and posted on it corporate web site, if any, every Interactive data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ☑ Yes ☐ No

Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☑

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b.2 of the Exchange Act). ☐ Yes ☑ No

Number of shares of outstanding of the Registrant’s $0.0001 par value common stock as of ~~November~~June 15, ~~2015~~2016 was 14,~~751~~764,~~829~~481,~~015~~179 shares.

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2015~~2016 ~~AND~~and ~~2014~~2015

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Part I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets at March 31, 2016 (Unaudited) and December 31, 2015	2

Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015 (Unaudited)	3

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (Unaudited)	4

Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2. Management’s Discussion and Analysis	26

Item 3. Quantitative and Qualitative Disclosures about Market Risks	29

Item 4. Controls and Procedures	29

Part II. Other Information

Item 1. Legal Proceedings	30

Item 1A. Risk Factors	30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3. Defaults Upon Senior Securities	30

Item 4. Mine Safety Disclosure	30

Item 5. Other Information	30

Item 6. Exhibits	30

Item 7. Signatures	31

(Unaudited)

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2016			2015
	(Unaudited)

ASSETS

Current assets:
Cash and cash equivalents	$	33,440		$	9,221
Accounts receivable		96,306			105,712
Deferred financing costs		8,343			11,322
Other current assets		200			200

Total current assets		138,289			126,455


Fixed assets, net		1,891			2,095
Investment in unconsolidated investee (Note 5)		159,437			166,910
Other assets		28,123			28,123
Goodwill		85,362			85,362
Long term investments (Note 4)		—			89,575

Total other assets		274,813			372,065

Total assets	$	413,102		$	498,520

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
Accounts payable	$	726,481		$	724,909
License fee payable		250,000			250,000
Due to related party		75,000			75,000
Accrued expenses, including related parties $47,393 (2016) and $43,522 (2015) (Note 5)		4,446,745			4,303,883
Notes Payable		60,000			60,000
Subsidiary notes payable		58,367			66,028
Convertible promissory notes (Note 6), including related parties of $25,867 (2016) and $23,267 (2015)		2,161,761			2,204,561
Litigation contingency (Note 8)		2,484,922			2,484,922
Convertible debentures payable, net		1,077,018			1,050,135
Derivative liabilities (Note 6)		1,336,644			1,359,843

Total current liabilities		12,676,938			12,579,281

Commitments and contingencies (Note 9)

Stockholders' deficiency (Note 11):
Preferred stock, $.001 par value; 5,000,000 shares authorized;
Class A preferred stock, $0.001 par value; 1,000,000 shares authorized; 819,000 shares issued and outstanding		819			819
Class B preferred stock, $0.001 par value; 2,000,000 shares authorized; 1,791,667 shares issued and outstanding		1,792			1,792
Class C preferred stock, $0.001 par value; 1,000 shares authorized; 1,000 shares shares issued and outstanding (2014)		1			1
Common stock, $.001 par value; 9,000,000,000 shares authorized; 4,577,362,929 (2016) and 2,824,852,274 (2015) shares issued and outstanding		4,577,363			2,824,853
Additional paid-in capital		13,395,375			14,876,506
Treasury stock, 50,000 shares of common stock		—			—
Accumulated deficit		(30,271,947	)		(29,813,617	)

Total stockholders' deficiency		(12,296,597	)		(12,109,646	)
Less noncontrolling interests		32,761			28,885
Total deficit		(12,263,836	)		(12,080,761	)

Total liabilities and stockholders' deficit	$	413,102		$	498,520

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2015 (Unaudited) and December 31, 2014	2
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (Unaudited)	4
Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis	25
Item 3. Quantitative and Qualitative Disclosures about Market Risks	27
Item 4. Controls and Procedures	27
Part II. Other Information
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities	28
Item 5. Other Information	28
Item 6. Exhibits	28
Item 7. Signatures	29

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
	2015			2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,415		$	3,367
Accounts receivable		109,083			169,702
Notes receivable		22,050			62,050
Prepaid expenses		25,701			38,212
Deferred financing costs		11,750			8,931
Other current assets		76			76
Total current assets		172,075			282,338
Fixed assets, net		1,769			2,313
Investment in unconsolidated investee (Note 6)		188,228			15,000
Other assets		3,323			1,850
Goodwill		85,362			85,362
Long term investments (Note 5)		89,575			89,575
Total other assets		368,257			194,100
Total assets	$	540,332		$	476,438
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Bank Overdraft	$	—		$	1,860
Accounts payable		817,475			881,086
License fee payable		250,000			250,000
Due to related party		75,000			75,000
Accrued expenses, including related parties $71,845 (2015) and $41,898 (2014) (Note 7)		4,135,304			3,734,029
Note Payable		60,000			60,000
Convertible promissory notes (Note 8), including related parties of $13,867 (2015) and $74,597 (2014)		2,227,630			2,198,391
Litigation contingency (Note 8)		2,484,922			2,484,922
Convertible debentures payable, net		807,523			662,643
Derivative liabilities (Note 8)		1,135,628			1,057,602
Total current liabilities		11,993,482			11,405,533
Commitments and contingencies (Notes 5, 7,and 9)		11,453,150
Stockholders' deficiency (Note 11):
Preferred stock, $.001 par value; 5,000,000 shares authorized;
Class A preferred stock, $0.001 par value; 1,000,000 shares authorized; 819,000 shares issued and outstanding		819			819
Class B preferred stock, $0.001 par value; 2,000,000 shares authorized; 1,791,667 shares issued and outstanding		1,792			1,792
Class C preferred stock, $0.001 par value; 1,000 shares authorized; 1,000 shares shares issued and outstanding (2014)		1			1
Common stock, $.001 par value; 9,000,000,000 shares authorized; 1,583,209,603 (2015) and 14,414,581 (2014) shares issued and outstanding		1,583,209			14,415
Additional paid-in capital		15,401,923			16,305,314
Treasury stock, 50,000 shares of common stock		—			—
Accumulated deficit		(28,453,170	)		(27,292,757	)
Total stockholders' deficiency		(11,465,426	)		(10,970,416	)
Less noncontrolling interests		12,276			41,321
Total deficit		(11,453,150	)		(10,929,095	)
Total liabilities and stockholders' deficit	$	540,332		$	476,438

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2015			2014			2015			2014
	2016			2015
Revenue, net	$	~~203~~175,~~619~~086		$	~~235~~207,~~560~~975		$	~~605,889~~		$	~~249,926~~
Operating expenses:
Cost of Sales		~~188~~92,~~372~~574			~~186~~138,~~559~~905			~~448,911~~			~~186,559~~
Processing fees		5,~~718~~449			65,~~259~~944			~~17,551~~			~~19,112~~
Returned checks (collected)		—			—			—			(1,420	)
Other		—			348
Other		334			356			1,071			1,150
Total operating expenses		98,023			145,197
Total operating expenses		194,424			193,174			467,533			205,401
Gross profit		77,063			62,778
Gross profit		9,195			42,386			138,356			44,525
Selling, general and administrative		137,771			227,470
Selling, general and administrative		139,316			235,675			518,662			582,277
Loss from operations		(60,708	)		(164,692	)
Loss from operations		(130,121	)		(193,289	)		(380,306	)		(537,752	)
Other expense:
Other income (expense):
Interest expense		(392,697	)		(191,214	)
Interest expense		(373,124	)		(583,353	)		(844,707	)		(1,403,876	)
Derivative liability expense		(179,001	)		(12,150	)
Derivative liability income (expense)		189,140			13,229			113,372			54,344
Loss on equity method investment		(7,473	)		—
Loss from unconsolidated investee		(48,772	)		—			(48,772	)		—
Gain from sale of long-term asset		185,425			—
Total other expense		(~~232~~393,~~756~~746	)		(~~570~~203,~~124~~364	)		~~(780,107~~	)		~~(1,349,532~~	)
Net loss	$	(~~362~~454,~~877~~454	)	$	(~~763~~368,~~413~~056	)	$	~~(1,160,413~~	)	$	~~(1,887,284~~	)
Less net loss attributable to non controlling interest		7,074			15,292			12,279			15,292
(Plus) less net (gain) loss attributable to non controlling interest		(3,876	)		7,293
Net loss attributable to common stockholders	$	(~~355~~458,~~803~~330	)	$	(~~748~~360,~~121~~763	)	$	~~(1,148,134~~	)	$	~~(1,871,992~~	)
Net loss per share	$	(0.00	)	$	(0.0802	)	$	~~(0.00~~	)	$	~~(0.26~~	)
Weighted average number of common shares outstanding Basic and diluted		820,129,587			9,329,128			345,111,856			7,136,973
Weighted average number of common shares outstanding
Basic and diluted		3,947,953,908			18,578,837

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months Ended September 30,
	Three months ended March 31,
	2015			2014
	2016			2015
Cash flows from operating activities:
Net loss	$	(1454,~~160,413~~454	)	$	(1368,~~887,284~~056	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization on fixed assets		~~544~~204			—
Issuance of preferred stock as compensation		—			106,673
Amortization of discount on convertible notes		158,091			60,859
Amortization of discount on convertible notes		430,019			918,750
Loss attributable to equity method investment		7,473			—
Initial derivative liability expense on convertible debentures		~~(113,372~~—	)		—12,150
Change in fair value of derivative liability		—179,001			~~(54,344~~—	)
Amortization of deferred financing costs		205,~~931~~979			115,~~792~~358
Loss from unconsolidated investee		48,772
Common stock warrants issued for services		—			45,000
Gain from sale of long-term asset		(185,425	)		—
Decrease (increase) in assets:
Accounts receivable		609,~~619~~407			2069,~~989~~328
Other current assets		~~11,038~~—			~~(24,933~~892	)
Increase in liabilities
Accounts payable and accrued expenses		~~406~~158,~~241~~782			~~270~~55,~~317~~007
Net cash used in operating activities		(~~295~~120,~~622~~942	)		(~~638~~119,~~039~~461	)
Cash flows from investing activities:
Investment in unconsolidated subsidiary		(222,000	)		—
Payments on issuance of notes receivable		—			(25,000	)
Cash paid for acquisition		—			(100,000	)
Cash acquired in acquisition		—			133,806
Net cash used in investing activities		(222,000	)		8,806
Cash flows from financing activities:
Borrowings on convertible notes, net		~~536~~15,~~500~~000			~~672~~50,~~295~~000
Repayments on convertible notes, net		(7,500	)		—
Borrowings on notes and loans payable, related		4,300			112,800
Borrowings on notes and loans payable, related		27,500			—
Borrowings on notes and loans payable, other		121,600			3,000
Borrowings on notes and loans payable, other		117,100			—
Repayments on notes and loans payable, related		(1,700	)		(28,100	)
Repayments on notes and loans payable, related		(88,036	)		—
Repayments on notes and loans payable, other		(71,402	)		(8,190	)
Repayments on notes and loans payable, other		(67,894	)		—
Net cash provided by financing activities		67,798			129,510
Payment of deferred financing costs		—			—
Net increase in cash and cash equivalents		(53,144	)		10,049
Net cash provided by financing activities		517,670			672,295
Cash and cash equivalents, beginning		9,221			3,367
Net increase in cash and cash equivalents		48			43,062
Cash and cash equivalents, ending	$	(43,923	)	$	13,416
Cash and cash equivalents, beginning		3,367			2,057
Cash and cash equivalents, ending	$	3,415		$	45,119
Supplemental disclosure of cash flow information:
Cash paid for interest	$	~~225~~1,157		$	—
Cash paid for income taxes	$	—		$	—
Schedule of Non-Cash Investing and Financing Activities
Schedule of Non-Cash Investing and Financing Activites
Conversion of convertible notes and interest to common stock	$	—		$	724,164
Reclass of derivative liability to equity upon conversion of convertible debt	$	211,663		$	47,560
Reclass of derivative liability to equity upon conversion of convertible debt	$	316,553		$	756,556
Conversion of convertible debentures and accrued interest to common stock	$	59,716		$	37,564
Conversion of convertible debentures to common stock	$	298,907		$	—

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and organization, asset sale, and going concern and management’s plans:

Business and organization:

FastFunds Financial Corporation (the “Company” or “FFFC”) is a holding company, and through January 31, 2006, operated primarily through its wholly-owned subsidiary Chex Services, Inc. (“Chex”). FFFC was previously organized as Seven Ventures, Inc. (“SVI”). Effective June 7, 2004, Chex merged with SVI (the “Merger”), a Nevada corporation formed in 1985. At the date of the Merger, SVI was a public shell with no significant operations. The acquisition of Chex by SVI was recorded as a reverse acquisition based on factors demonstrating that Chex ~~represents~~represented the accounting acquirer. The historical stockholders’ equity of Chex prior to the exchange was retroactively restated (a recapitalization) for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the SVI and Chex common stock, with an offset to additional paid-in capital. The restated consolidated accumulated deficit of the accounting acquirer (Chex) has been carried forward after the exchange. On June 29, 2004, SVI changed its name to FFFC.

Effective January 21, 2014, the ~~Board~~ Board of Directors of the Company approved the issuance of 1,000 shares of Class C Preferred Stock (as defined and described below) (the “Class C Preferred Stock Shares”) to Mr. Henry Fong, the Company’s sole officer and Director, or his assigns in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company does not have sufficient authorized but unissued shares of common stock to allow for any such issuances.

As a result of the issuance of the Class C Preferred Stock Shares to Mr. Fong, or his assigns and the Super Majority Voting Rights (described below), Mr. Fong obtained voting rights over the Company’s outstanding voting stock which provides him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Fong will exercise 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. The interests of Mr. Fong may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Fong as an officer or Director of the Company due to the Super Majority Voting Rights.

On May 25, 2012, the Company entered into an Agreement Concerning the Exchange of Securities (the “Agreement”) by and among Advanced Technology Development, Inc., a Colorado corporation ("ATD"), and Carbon Capture USA, Inc., a Colorado corporation ("Carbon") and Carbon Capture Corporation, a Colorado corporation ("CCC"). ATD is a 100% wholly owned subsidiary of the Company. Carbon is a 100% wholly owned subsidiary of CCC, which is privately held. Mr. Henry Fong, the sole officer and director of the Company is the control person of CCC. Pursuant to the Agreement, ATD acquired from CCC all of the issued and outstanding common stock of Carbon in exchange for ninety million (90,000,000) newly issued unregistered shares of the Company’s common stock. ATD has also assumed an unpaid license fee of $250,000 due from Carbon to CCC.

Carbon has an exclusive US license related to provisional patent Serial number 61/077,376 and a US Patent to be issued. The patent titled, “METHOD OF SEPARATING CARBON DIOXIDE”, related to methods of decomposing a gaseous medium, more specifically, relating to methods of utilizing radio frequency energy to separate the elemental components of gases such as carbon dioxide. ATD plans to commence research and development with a goal of potential commercialization; subject to financing, but has not commenced these activities as of the date of this report

On October 7, 2013, the Company formed Financiera Moderna (“FM”), as a wholly-owned subsidiary to develop and market financial products and services target for the Hispanic community. The spectrum of financial products to be offered includes insurance, secured credit cards, debit cards, mortgage products and financial literacy tools.

On November 7, 2013, FM signed a marketing and funding agreement (“the Marketing Agreement”) with Compra Vida (“CV”) and Compra Casa (“CS”); development stage companies that formulate, develop and implement marketing programs to the Spanish speaking U.S. market. On November 20, 2013, the Company remitted $15,000 to the principals of CV and CS pursuant to the Marketing Agreement. Subsequently, the parties have agreed to terminate the Marketing Agreement, to allow CV and CS to revise their marketing concept to implement a more direct to consumer approach. Accordingly, the parties are still negotiating the final transaction. There is no assurance that these negotiations will be successful.

As part of the initial transaction, FFFC issued 30,000,000 shares of common stock to the principals of CV and CS. Due to the termination of that agreement and the ongoing negotiations the common stock has not been delivered and has been recorded as Treasury Stock, pending the outcome of the final transaction.

On January 21, 2014, the Company formed Cannabis Angel, Inc. (“CA”) as a wholly-owned subsidiary. CA was formed to assist and provide angel funding, business development and consulting services to Cannabis related projects and ancillary ventures. CA has entered into the following agreements:

On January 28, 2014, CA entered into a one year Consulting Agreement with Singlepoint, Inc. (“Singlepoint”) (the “Singlepoint Agreement”). The Singlepoint Agreement automatically renews for succeeding one year periods, provided, that the CA can terminate the Singlepoint Agreement at any time during the initial one year term or thereafter by giving Singlepoint not less than five (5) days’ notice to terminate. CA is to provide consulting services including ~~strategy~~strategic and business planning, marketing and sales support, define and support for product offerings, acquisition strategy and funding strategy. As of March 31, 2016, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred.

On February 7, 2014, CA entered into a one year consulting agreement with Colorado Cannabis Business Solutions, Inc (“CCBS”). CA is to provide consulting services to CCBS relating to business opportunities, corporate finance activities and general business development, in exchange for 9.9% ownership in CCBS. As of March 31, 2016, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred.

On February 18, 2014, CA entered into a month to month consulting agreement with Halfar Consulting GmbH (“Halfar”). Halfar will consult with CA regarding corporate services including identifying and assisting CA with due diligence on potential European business partners engaged in cannabis related businesses. CA has agreed to compensate Halfar $12,000 for these services.5

On March 5, 2014, CA entered into a five (5) year Strategic Alliance Agreement (“SAA”) with Worldwide Marijuana Investments, Inc. (“Worldwide”). Pursuant to the SAA, Worldwide and CA have agreed to market and perform certain complementary business consulting services. The SAA automatically renews for successive one year terms, unless either party gives written notice of termination at least thirty (30) days prior to any expiration. The SAA can also be terminated by mutual agreement, or at any time by sixty (60) day written notice from either party. As of March 31, 2016, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred.

On February 17, 2014, the Company and CA entered into a consulting agreement with Merchant Business Solutions, Inc. (“MBS”). CA will provide consulting services to MBS regarding seeking potential business opportunities, financial opportunities, and general business development in exchange for 49% of Cannabis ~~Merchant~~Angel. ~~Financial~~As ~~Solutions~~of March 31, ~~Inc.~~2016, ~~(“CMFS”)~~this aagreement ~~new~~is ~~subsidiary~~still ofactive ~~MBS. CMFS~~but ~~has~~no ~~had~~services have been provided and no further activity ~~through~~related ~~the~~to ~~date~~this ofagreement ~~this~~has ~~report~~occurred.

OnMerchant ~~April~~Financial 3Solutions, ~~2014, the Company and~~Inc. ~~its~~(“CMFS”) ~~wholly-owned~~a new subsidiary ~~CA announced the launch~~ of ~~GreenEnergyMedia~~MBS.~~TV.~~ ~~GreenEnergyMedia.TV~~CMFS ~~caters~~has tohad ~~broadcasting~~no ~~real-time~~activity ~~news~~through ~~and social media feeds relating exclusively to~~ the ~~medical~~date ~~and~~of ~~recreational marijuana~~this ~~communities~~report.~~GreenEnergyMedia.TV broadcasts stock quotations and intraday charts on over 40 leading companies competing within the medical marijuana industry.~~

On April 29 3, 2014, ~~Cannabis~~the ~~Live~~Company and ~~was~~its ~~launched,~~wholly-owned ~~which~~subsidiary ~~will~~CA ~~focus~~announced ~~exclusively~~the onlaunch ~~hosting~~of GreenEnergyMedia.TV. GreenEnergyMedia.TV ~~and~~caters ~~broadcasting~~to ~~video~~broadcasting ~~of on~~real-~~demand~~time ~~events.~~news Asand ~~this~~social ~~area~~media offeeds ~~GreenEnergyMedia.TV’s~~relating ~~website~~exclusively ~~progresses,~~to the ~~Company~~medical ~~plans~~and torecreational ~~include~~marijuana communities. ~~the~~GreenEnergyMedia.TV ~~development of~~broadcasts anstock ~~exclusive~~quotations ~~interactive~~and ~~online~~intraday ~~channel. This~~charts ~~future~~on ~~development~~over ~~will~~40 ~~allow~~leading ~~for~~companies ~~several~~competing within ~~sources~~the ofmedical ~~revenue~~marijuana industry. Operations related to beGreenEnergyMedia.TV ~~derived for~~have been deferred pending the ~~Company;~~recruitment and ~~including~~placement ~~premium~~of ~~access~~personnel ~~membership~~for ~~fees~~this project, ~~sponsorship~~which ~~and~~has ~~endorsement~~not ~~fees,~~occurred ~~and~~as ~~advertising~~of ~~revenue~~March 31, 2016.

On April 17 29, 2014, ~~the~~Cannabis ~~Company~~Live was launched, which will focus exclusively on hosting and ~~its~~broadcasting ~~wholly-owned~~video ~~subsidiary~~of CAon-demand ~~announced~~events. aAs ~~Merchant~~this ~~Payment~~area ~~Processing~~of ~~Agreement~~GreenEnergyMedia.TV’s towebsite ~~offer~~progresses, athe ~~debit~~Company ~~card~~plans ~~payment~~to ~~solution~~include ~~for~~the ~~retail~~development ~~cannabis~~of ~~dispensaries~~an exclusive interactive online channel. This ~~program~~future development will beallow ~~offered~~for ~~through~~several ~~CMFS,~~sources of revenue to be derived for the Company's; including premium access membership fees, sponsorship ~~49%~~and ~~owned~~endorsement ~~subsidiary. This~~fees, ~~payment~~and ~~solution~~advertising ~~allows~~revenue. ~~dispensaries~~Operations related to ~~accept~~Cannabis ~~debit~~Live ~~and~~have ~~credit~~been ~~cards~~deferred bypending ~~using~~ the ~~PIN~~recruitment ~~number associated~~and ~~with~~placement ~~the~~of ~~card~~personnel ~~being~~for ~~used. The~~this ~~company~~project, which has not ~~yet~~occurred ~~offered~~as ~~this~~of ~~program~~March to31, ~~customers~~2016.

6On April 17, 2014, the Company and its wholly-owned subsidiary CA announced a Merchant Payment Processing Agreement to offer a debit card payment solution for retail cannabis dispensaries. This program will be offered through CMFS, the Company's 49% owned subsidiary. This payment solution allows dispensaries to accept debit and credit cards by using the PIN number associated with the card being used. . As of March 31, 2016, the company has not yet offered this program to customers and there has been no activity related to this program.

On July 8, 2014, The Company announced the formation of The 420 Development Corporation, a newly formed wholly owned subsidiary of the Company that will focus exclusively on the acquisition of operational companies that support the development of the ever-expanding cannabis industry. The 420 Development Corporation will seek to identify acquisition candidates within the industry that have the potential to add significant shareholder value once completed.

On July 24, 2014, the Company and its wholly-owned subsidiary, The 420 Development Corporation, announced the closing of a purchase agreement with Ohio-based Brawnstone Security, LLC (“Brawnstone”). Brawnstone is a licensed armed security, private investigation, security technology solution provider and tactical training company servicing active accounts with several Government affiliated HUD housing establishments, schools, and industrial facilities across the Ohio region. Under the terms of the purchase agreement, the Company, through its subsidiaries, now owns a 70% interest in Brawnstone. The purchase price, disclosed in the Membership Interest Purchase Agreement and Assignment of Membership Interest Agreement dated July 23, 2014, was $160,000. The Company remitted $100,000 in cash and issued a $60,000 note payable bearing 8% interest to complete the purchase. The ~~company~~Company also assumed accrued expenses of $181,083. The total purchase price of $341,083 was allocated to cash of $133,806, accounts receivable of $120,965, prepaid expenses of $950, and goodwill of $85,~~362~~312.

On ~~October~~November 3014, 2014, FastFunds Financial Corporation ~~announced~~ ~~that they have~~ entered into a ~~distribution~~definitive ~~and~~licensing ~~marketing~~ agreement ~~for its Cannabis GreenCard product~~ with ~~WMII~~Nevada-based Chongson, Inc. ~~("WMII").~~ ~~Through~~pertaining to the ~~Company's 49% ownership in Cannabis Merchant Financial Solutions~~production, ~~Inc. ("CMFS"), WMII~~ ~~has~~promotion ~~agreed~~and tosale ~~market~~of the ~~Company's~~Tommy Chong branded Cannabis GreenCard ~~through~~product. anPer ~~extensive~~the ~~database~~terms ~~developed~~of ~~over~~ the ~~past several months that contains over 1~~agreement,~~000~~ ~~medical and recreational dispensaries throughout~~ the ~~Colorado,~~Company ~~Washington~~is ~~State~~required to ~~and~~pay ~~California~~Chongson ~~regions~~Inc. ~~WMII has access to~~ a ~~large~~minimum ~~community~~ of ~~companies~~$5,000 ~~that~~per ~~service~~month ~~the~~in ~~cannabis~~royalty ~~industry.~~fees Byin ~~leveraging~~exchange ~~these~~for ~~existing~~the ~~relationships,~~the ~~WMII will~~card ~~allow~~branding. ~~CMFS~~During tothe ~~gain~~year ~~access~~ended December to31, ~~their~~2015, ~~extensive~~the ~~list~~Company ofpaid ~~prospective~~$15,000 ~~customers~~in ~~for~~cash against the ~~Company's~~$15,000 ~~Cannabis~~in ~~GreenCard~~accrued ~~product~~royalty expenses.

On November 5, 2014, FastFunds Financial Corporation announced the acquisition of a 49% equity stake in WMII, Inc. ("WMII"), a marketing and product distribution firm that specializes in cannabis related services. WMII is an early-stage company that is currently not generating any revenues. Developed over the past several months, WMII has built an extensive database of prospective customers and retail relationships that exceed over 1,000 medical and recreational dispensaries throughout the Colorado, Washington State and California regions. In addition to marketing the Company's Cannabis GreenCard, WMII will market several other products that it retains distribution rights to, such as the THC Test Kit. The company paid $15,000 for its interest in WMII.6

On ~~November~~May 1415, ~~2014~~2015, FastFunds ~~Financial~~ Financial Corporation ~~entered~~(“FFFC”) ~~into~~acquired a ~~definitive~~49% ~~licensing~~Limited ~~agreement~~Liability ~~with~~Company ~~Nevada-based~~interest ~~Chongson~~in Pure Grow Systems, ~~Inc~~LLC (“Pure Grow”) for $250,000. ~~pertaining~~Financing for this transaction was provided through a $128,000 convertible note issued to ~~the~~Carebourn ~~production~~Capital, LP on ~~promotion~~May 15, 2015 and ~~sale~~a of$125,000 ~~the~~convertible ~~Tommy~~note ~~Chong~~issued ~~branded~~to ~~Cannabis~~Pure ~~GreenCard~~Energy ~~product~~Inc. ~~The~~on ~~Tommy~~May ~~Chong~~29, ~~Cannabis~~2015. ~~Green~~As ~~Card~~of ~~functions~~December as31, a2015, ~~pre-paid~~$222,000 has ~~loyalty~~been ~~debit~~remitted ~~card~~by ~~with~~the company in acquisition of a ~~turnkey~~minority ~~customer~~stake ~~rewards~~of ~~technology~~Pure Grow. InPure ~~addition~~Grow Systems, ~~the~~LLC ~~card~~will ~~functions~~be asdedicated ato ~~re-buildable~~the ~~stored value card~~healthy ~~that~~production ~~can~~of beraw materials used tofor ~~purchase~~medicinal ~~merchandise~~or atother ~~the~~health-related ~~participating dispensary~~purposes. The Company ~~also~~is ~~intends~~developing ~~to launch~~ a ~~Tommy~~line ~~Chong~~of ~~Frequent~~environmentally ~~Buyers~~friendly ~~program~~products ~~including~~using ingredients that have a ~~loyalty~~strong ~~card~~track ~~offering~~record ~~retailer~~of ~~sponsored~~sanitation ~~discounts~~and disinfection in buildings, on furniture, and~~/or~~ other ~~amenities~~items found in medical, manufacturing and warehouse settings. Pure Grow has displayed its products at several trade shows and has contacted interested distributors. No revenues have been generated from Pure Grow’s product lines through March 31, 2016

On May 15, 2015, FastFunds Financial Corporation (“FFFC”) acquired a 49% Limited Liability Company interest in Pure Grow Systems, LLC (“Pure Grow”) for $250,000. Financing for this transaction was provided through a $128,000 convertible note issued to CareBourn Capital, LP on May 15, 2015 and a $125,000 convertible note issued to Pure Energy Inc. on May 29, 2015. As of September 30, 2015, $222,000 has been remitted by the company in acquisition of a minority stake of Pure Grow. Pure Grow Systems, LLC will be dedicated to the healthy production of raw materials used for medicinal or other health-related purposes. The Company is developing a line of environmentally friendly products using ingredients that have a strong track record of sanitation and disinfection in buildings, on furniture, and other items found in medical, manufacturing and warehouse settings. Pure Grow Systems anticipates launching its website and first product line within the next 60 days.

The Company currently has thirty-six full and part time employees at Brawnstone Security. None of our employees are currently covered by collective bargaining agreements.

Going concern and management’s plans:

In the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. The Company’s interim financial statements for the three and ~~nine months~~ ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company reported a net loss of $1458,~~148,134~~330 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, and has a working capital deficit of $1112,~~453~~538,~~150~~649 and an ~~accumulated~~ accumulated deficit of $2830,~~453~~271,~~170~~947 as of ~~September~~March 3031, ~~2015~~2016. ~~Moreover, the Company presently has no significant ongoing business operations or sources of revenue and has little resources with which to obtain or develop new operations.~~

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not contain any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company was to receive approximately $30,000 annually pursuant to the Preferred Stock it holds of an unaffiliated party (see Note 4), as well as minimal cash from the Nova remaining credit card portfolio. However, the Company has not received the quarterly dividend from its investment since the quarter ended June 30, 2012, and has received limited cash from the Nova portfolio since 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the Company will have adequate resources to fund future operations, if any, or that funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. Currently, the Company does not have a revolving loan agreement with any financial institutions, nor can the Company provide any assurance it will be able to enter into any such agreement in the future. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company evaluates, on an ongoing basis, potential business acquisition/restructuring opportunities that become available from time to time, which management considers in relation to its corporate plans and strategies.

2. Summary of significant accounting policies:

Basis of presentation and principles of consolidation:

The accompanying condensed consolidated financial statements have been prepared by the Company without audit and include the consolidated accounts of Fastfunds Financial Corporation and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and ~~recurring~~ recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements ~~prepared~~ prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. ~~These~~ These condensed financial statements should be read in conjunction with a reading of the Company’s consolidated financial ~~statements~~ statements and notes thereto included in the Company’s Form 10-K annual report filed with the Securities and Exchange Commission (SEC) on ~~April~~May 1924, ~~2015~~2016. Interim results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 are not necessarily indicative of future results for the full year. Certain amounts from the ~~2014~~2015 period have been reclassified to conform to the presentation used in the current period.

Cash and cash equivalents:

For the purpose of the financial statements, the Company considers all highly-liquid investments with an original maturity three-months or less to be cash equivalents.

Fixed assets:

Fixed Assets are stated at historical cost less depreciation. Cost of acquisition is inclusive of taxes, duties, freight, installation and allocated incidental expenditure during construction/ acquisition.

Accounts receivables and revenue recognition:

Accounts receivables are stated at cost plus refundable and earned fees (the balance reported to customers), reduced by allowances for refundable fees and losses. Fees (revenues) are accrued monthly on active credit card accounts and included in accounts receivables, net of estimated uncollectible amounts. Accrual of income is discontinued on credit card accounts that have been closed or charged off. Accrued fees on credit card loans are charged off with the card balance, generally when the account becomes 90 days past due. The allowance for losses is established through a provision for losses charged to expenses. Credit card receivables are charged against the allowance for losses when management believes that collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. This evaluation also takes into consideration such factors as changes in the volume of the loan portfolio, overall portfolio quality and current economic conditions that may affect the borrowers’ ability to pay. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term.

The Company recognizes sale and service revenue when there is persuasive evidence of an arrangement with the customer which states a fixed or determinable price and terms, delivery of the product has occurred or the service performed in accordance with the terms of the sale, and collectability of the sale is reasonably assured. The Company has entered into agreements calling for services to be available to the customer for a period of time. In these cases, revenue is recognized over the life of the agreement. Prepaid services are shown as deferred revenues until services are performed.

Long-lived assets:

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the three months ended March 31, 2016, impairments totaling $7,473 were recognized. The impairment is related to a loss from an unconsolidated investee, Pure Grow Systems, LLC.

Goodwill:

Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in an acquisition. Accounting Standards Codification (“ASC”)-350-30-50 “Goodwill and Other Intangible Assets” requires the testing of goodwill and indefinite-lived intangible assets for impairment at least annually. The Company tests goodwill for impairment atin ~~least~~the ~~annually~~fourth quarter of the fiscal year.

Investment in Unconsolidated Investee

The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the stock of an investee at cost, and adjusts the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor's share of changes in the investee's capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method.

Non-controlling interest:

On January 1, 2012, the Company adopted authoritative accounting guidance that requires the ownership interests in subsidiaries held by parties other than the parent, and income attributable to those parties, be clearly identified and distinguished in the parent’s consolidated financial statements. The Company’s non-controlling interest is now disclosed as a separate component of the Company’s consolidated deficiency on the balance sheets. Earnings and other comprehensive income are separately attributed to both the controlling and non-controlling interests. Earnings per share are calculated based on net income attributable to the Company’s controlling interest.

Loss per share:

Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the ~~nine~~three month periods ended ~~September 30~~March 31, 2016 ~~2015~~ and ~~2014~~2015, as the impact of the potential common shares ~~related to convertible debt~~, ~~warrants, and stock options,~~ which total 1922,~~937~~881,~~533~~875,~~079~~400 and 211,~~495~~167,~~866~~187,184, respectively, would be anti-dilutive.

Use of estimates:

Preparation of the consolidated ~~financial~~ financial statements in accordance with accounting principles generally accepted in the United States of America requires management to to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of derivative liabilities on stock based compensation and impairment analysis.

Fair value of financial instruments:

The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments.

The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments.

The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company.

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The three hierarchy levels are defined as follows:

Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.

Accounting for obligations and instruments potentially settled in the Company’s common stock:

The Company accounts for obligations and instruments potentially to be settled in the Company's stock in accordance with ASC Topic 815, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's stock.

Under ASC Topic 815, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date.

Stock-based compensation:

The Company has one stock option plan approved by FFFC’s Board of Directors in 2004, and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements. The Company accounts for its stock based compensation under ASC 718 “Compensation- Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We use the Black Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

There were no options granted during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

The Company’s stock option plan is more fully described in Note 109.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.

The Company classifies ~~penalties~~ penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

Reclassifications:

Certain prior period balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' deficiency.

Recent Accounting Pronouncements Not Yet Adopted:

As of the date of this report, there are no recent accounting pronouncements that have not yet been adopted that we believe would have a material impact on our financial statements.

3. Concentration of revenue:

A significant portion of the Company's revenues for the three ~~nine~~ months ended ~~September~~March 3031, ~~2015~~2016 were generated from five customers as follows:

				Accounts Receivable
	% of Total Revenues			as of ~~September~~March 3031, ~~2015~~2016
Customer A	1613.5039	%	$	211,~~075~~349
Customer B	12.6775	%	$	1219,~~918~~558
Customer C	9.5995	%	$	~~14,339~~—
Customer D	89.0972	%	$	0—
Customer E	68.2672	%	$	72,~~621~~410

4. ~~Notes~~ ~~receivable~~Long term investments:

On March 19, 2014, the Company advanced $25,000 to Worldwide Marijuana Investments, Inc. (“WMI”) in exchange for a $25,000 promissory note. Interest of 12% per annum is payable in monthly installments, along with a monthly principal amount of $500 beginning April 1, 2014 for twelve months, at which time the remaining principal amount and interest will be due in full. As of September 30, 2015, the outstanding principal amount on the promissory note is $22,050.

5. Long term investments:

On March 30, 2011, the Company and Paymaster Limited (“Paymaster”) agreed to restructure a note receivable (the “Note”). Pursuant to the agreement, the parties agreed to convert the remaining balance of $339,575 of the Note receivable into Cumulative Convertible Redeemable Preference Shares (the Preference Shares”) with a value of $400,000, and an annual dividend of 7.5% over thirty-six (36) months. Paymaster, at any time prior to maturity, may elect to redeem some or all of the Preference Shares at an effective dividend rate of 10% per annum. The Company, upon maturity and with not less than ninety (90) days prior notice, may elect to convert some or all of Preference Shares into the pro rata equivalent of 11,100 ordinary shares of Paymaster (equal to 10% of the issued and outstanding capital of the Company based on the conversion of all Preference Shares on a fully diluted basis). The Company has recorded the investment at $89,575, net of a valuation allowance of $250,000, the same historical carrying value on the Company’s balance sheet as the note. The last dividend the Company has received was the quarterly dividend for the quarter ended June 30, 2012.

On ~~July 24~~March 21, ~~2014~~2016, the Company, ~~through~~and Paymaster ~~its~~Limited ~~wholly-owned~~reached ~~subsidiary, The 420 Development Corporation, acquired~~ a ~~70%~~settlement ~~interest~~for inthe ~~Brawnstone. Brawnstone~~transfer isof aPaymaster’s ~~licensed~~Cumulative ~~armed~~Convertible ~~security,~~Redeemable ~~private~~Preference ~~investigation,~~Shares (the ~~security~~“Preferred ~~technology~~Shares”) ~~solution~~initially ~~provider and~~acquired ~~tactical~~by ~~training~~the ~~company~~Company ~~servicing~~on ~~active~~March ~~accounts~~30, ~~with~~2011. ~~several~~In ~~Government~~the ~~affiliated~~March ~~HUD~~21, ~~housing~~2016 ~~establishments~~agreement, ~~schools,~~the ~~and~~Company ~~industrial~~agreed ~~facilities~~to ~~across~~return the ~~Ohio~~Preferred ~~region.~~Shares ~~The~~to ~~purchase~~Paymaster ~~price, disclosed~~ in ~~the~~exchange ~~Membership~~for ~~Interest~~a ~~Purchase~~one-time ~~Agreement~~payment ~~and Assignment~~ of ~~Membership Interest Agreement dated July 23, 2014, was~~ $~~160~~275,000. The ~~Company remitted $100,000 in cash and issued a $60,000 note payable bearing 8% interest in the closing of the acquisition. On the acquisition date, the~~ company ~~assumed the~~received ~~assets~~this ~~of Brawnstone, including $133,805 in~~ cash ~~and~~payment ~~cash~~during ~~equivalents,~~the ~~$120,965~~first inquarter ~~accounts receivable, all~~ of ~~which~~2016 ~~is classified as current~~ and ~~collectable,~~recognized ~~and~~a ~~$950~~gain ~~in other assets, as well as liabilities including accounts payable~~ of $~~181~~185,~~083.~~425 ~~The Company also recognized goodwill of $85,362, included~~ on the ~~September~~sale ~~30, 2015 balance sheet, as a result~~ of the ~~acquisition.~~long-term asset.

On November 5, 2014, the company acquired a 49% equity stake in WMII, Inc. ("WMII"), a marketing and product distribution firm that specializes in cannabis related services. WMII is an early-stage company. The company paid $15,000 in cash in closing the acquisition. Since acquisition and until the period ended September 30, 2015, WMII has not begun any significant operating activities and has generated no revenues for the Company.11

5. Equity-method investment:

On May 15, 2015, the Company acquired a 49% Limited Liability Company interest in Pure Grow Systems, LLC (“Pure Grow”) for $250,000 in cash. Financing for this transaction was provided through a $128,000 convertible note issued to Carebourn Capital, LP on May 15, 2015 and a $125,000 convertible note issued to Pure Energy Inc. on May 29, 2015. As of March 31, 2016, $222,000 has been remitted by the Company in acquisition of a minority stake of Pure Grow. The Company has accounted for its 49% interest in Pure Grow utilizing the equity method of accounting. As of March 31, 2016, the carrying value in Pure Grow was $159,437. During the three months ended March 31, 2016, $7,473 was recognized as an equity method loss. Financial information for Pure Grow as of, and for the three months ended March 31, 2016 is as follows:

	March 31,
	2016

ASSETS
Cash and cash equivalents	$	16,514
Accounts Payable		32,489
Inventory		23,202
Prepaid Assets		3,000

Total assets	$	75,205

LIABILITIES AND MEMBERS' EQUITY
Accounts payable and accrued expenses	$	15,685
Members' equity		74,772
Net Loss		(15,252	)

Total liabilities and members' equity	$	75,205


	For the Period from December 31, 2015 Through March 31,
	2016

STATEMENT OF OPERATIONS
Revenues	$	2,000
Cost of sales		75
Gross profit		1,925
Operating expenses		17,177
Operating loss		(15,252	)
Other expense		—
Net loss	$	(15,252	)
Ownership interest (rounded)		49	%
Share of net loss	$	(7,473	)
Investment	$	159,437

6. Accrued liabilities:

Accrued liabilities at March 31, 2016 and December 31, 2015 were $4,446,745 and $4,303,883, respectively, and were comprised of:

	2016		2015
Legal fees	$	23,594	$	23,594
Interest		3,989,655		3,850,583
Consultants and advisors		189,548		186,198
Registration rights		98,013		98,013
Other		145,935		145,495
	$	4,446,745	$	4,303,883

67. ~~Equity-method~~ ~~investment~~Promissory notes, including related parties and debenture payable:

OnPromissory ~~May 15~~notes, ~~2015, the company acquired a 49% Limited Liability~~including ~~Company~~related ~~interest~~parties inat ~~Pure~~March ~~Grow Systems~~31, ~~LLC~~2016 ~~(“Pure Grow”) for $250,000 in cash. Financing for this transaction was provided through a $128,000 convertible note issued to CareBourn Capital, LP on May 15, 2015~~ and aDecember ~~$125~~31,~~000~~ ~~convertible note issued to Pure Energy Inc. on May 29,~~ 2015~~. As of September 30~~, ~~2015,~~consist ~~$222,000 has been remitted by the company in acquisition~~ of ~~a minority stake of Pure Grow. The company has accounted for its 49% interest in Pure Grow utilizing~~ the equity method of accounting. As of September 30, 2015, the carrying value in Pure Grow was $173,288. During the three and nine month periods ended September 30, 2015, $48,772 was recognized as an equity method loss. Condensed unaudited summary financial information for Pure Grow as of September 30, 2015 and for the three and nine months ended September 30, 2015 is as followsfollowing:

		September 30,
	2016			2015
		2015
Promissory notes payable:
		(Unaudited)
Various, including related parties of $25,867 (2016) and $50,767 (2015); interest rate ranging from 8% to 10% [A]	$	71,042		$	113,842
ASSETS
Notes payable; interest rates ranging from 9% to 15%; interest payable quarterly; the notes are unsecured, matured on February 28, 2008; currently in default and past due [B]		2,090,719			2,090,719
Cash and cash equivalents	$	90,463
	$	2,161,761		$	2,204,561
Inventory		23,202
Total assets	$	113,665
LIABILITIES AND MEMBERS' EQUITY
Accounts payable and accrued expenses	$	13,500
Members' equity		199,700
Net Loss		(99,535	)
Total liabilities and members' equity	$	113,665

		For the three and nine
	[A]	Pursuant to a November 4, 2011 Board of director resolution, these notes are convertible at conversion rates, determined at the discretion of the board of directors. During the three months ended March 31, 2016 the Company issued notes of $53,400 (including $4,300 to related parties) and made payments of $96,200 (including $1,700 to related parties). These notes are due on demand.
		months ended
	[B]	These notes payable (the “Promissory Notes”) originally became due on February 28, 2007. The Company renewed $283,000 of the Promissory Notes on the same terms and conditions as previously existed. In April 2007 the Company, through a financial advisor, restructured $1,825,000 of the Promissory Notes (the “Restructured Notes”). The Company has accrued an expense of $36,500 to compensate the financial advisor 2% of the Restructured Notes as well as having issued 150,000 shares of common stock to the financial advisor. The Restructured Notes carry a stated interest rate of 15% (a default rate of 20%) and matured on February 28, 2008. The Company has not paid the interest due since June 2007, and no principal payments on the Promissory Notes have been made since 2008 and accordingly, they are in default. Accrued interest on these notes total $3,749,686 and $3,644,686 as of March 31, 2016 and December 31, 2015, respectively is included in accrued expenses on the consolidated balance sheets.
		September 30, 2015
		(Unaudited)
STATEMENT OF OPERATIONS
Revenues		$	20
Cost of sales			0
Gross profit			20
Operating expenses			78,838
Operating loss			(78,818	)
Other expense			(20,717	)
Net loss		$	(99,535	)
Ownership interest (rounded)			49	%
Share of net loss		$	(48,772	)
Investment		$	173,228

The chairman of the board of the Company has personally guaranteed up to $1 million of the Restructured Notes and two other non-related individuals each guaranteed $500,000 of the Restructured Notes. In consideration of their guarantees the Company granted warrants to purchase a total of 1,600,000 shares of common stock of the Company at an exercise price of $0.50 per share. The warrants were valued at $715,200 using the Black-Scholes option pricing model and were amortized over the one-year term of the Restructured Notes. The warrants expired in March 2010.

In January 2008, the Company and the three guarantors received a complaint filed by the financial advisor (acting as agent for the holders of the Restructured Notes) and the holders of the Restructured Notes. The claim is seeking $1,946,250 plus per diem interest beginning January 22, 2008 at the rate of twenty percent (20%) per annum plus $37,000 due the financial advisor for unpaid fees. The court has ruled in favor of a motion for summary judgment filed by certain of the plaintiffs and a judgment was entered on August 18, 2009 in the total amount of $2,484,922 in principal and interest on the notes, $40,920 in related claims and $124,972 in attorney’s fees and expenses. The Company is not aware of any payments being made by any of the guarantors and accordingly, the Company includes these liabilities on the March 31, 2016 and December 31, 2015 balance sheets promissory notes payable and accrued expenses.

Subsidiary notes payable:

On August 24, 2015, the Company’s 70%-owned subsidiary, Brawnstone Security (“Brawnstone”), issued a $50,000 note payable to an unrelated lender. The note bears interest at 63% and is due on February 24, 2016. Brawnstone received $49,005 after loan origination fees of $995, which will be expensed over the period of the loan. The total payback amount for this note was $67,500. The company paid $31,349 in principal and $10,972 in interest related to note during the year ended December 31, 2015. During the three months ended March 31, 2016, the Company paid $25,179 in principal and interest. As of March 31, 2016, the principal balance of the note has been satisfied.

7On October 27, 2015, Brawnstone issued a $40,000 note payable to an unrelated lender. ~~Accrued~~ ~~liabilities:~~The note bears interest at 63% and is due on June 27, 2016. Brawnstone received $39,205 after loan origination fees of $795, which will be expensed over the period of the loan. The total payback amount for this note was $53,200. The company paid $9,286 in principal and $3,064 in interest related to note during the year ended December 31, 2015. The company paid $14,762 in principal and $4,871 in interest related to note during the three months ended March 31, 2016. As of March 31, 2016, the remaining payback balance of the note is $21,216.

~~Accrued~~On ~~liabilities~~January 13, 2016, Brawnstone issued a $60,000 note payable to an unrelated lender. The note bears interest at 63% and is due on September 3013, ~~2015~~2016. ~~and~~Brawnstone ~~December~~received $58,800 31after loan origination fees of $1,200, ~~2014~~which ~~were~~will be expensed over the period of the loan. The total payback amount for this note was $481,~~135~~000. The company paid $19,~~303~~286 in principal and $36,~~734~~750 in interest related to note during the three months ended March 31,~~029~~ 2016. As of March 31, ~~respectively~~2016, ~~and~~the ~~were~~remaining ~~comprised~~payback balance of: the note is $54,482.

	2015		2014
Legal fees	$	23,594	$	23,594
Interest		3,718,639		3,336,669
Consultants and advisors		176,329		157,024
Registration rights		98,013		98,013
Other		118,729		118,729
	$	4,135,303	$	3,734,029

8. Promissory notes, including related parties and debenture payable:

Promissory notes, including related parties at September 30, 2015 and December 31, 2014, consist of the following:

	2015		2014
Promissory notes payable:
Various, including related parties of $13,867 (2015) and $157,322 (2014); interest rate ranging from 8% to 10% [A]	$	136,911	$	171,422
Notes payable; interest rates ranging from 9% to 15%; interest payable quarterly; the notes are unsecured, matured on February 28, 2008; currently in default and past due [B]		2,090,719		2,090,719
	$	2,227,630	$	2,198,391

	[A]	Pursuant to a November 4, 2011 Board of director resolution, these notes are convertible at conversion rates, determined at the discretion of the board of directors. During the nine months ended September 30, 2015 the Company issued notes of $144,600 ($5,000 to related parties) and made payments of $153,230 (including $85,530 to related parties).
	[B]	These notes payable (the “Promissory Notes”) originally became due on February 28, 2007. In April 2007 the Company, through a financial advisor, restructured $1,825,000 of the Promissory Notes (the “Restructured Notes”). The Restructured Notes carry a stated interest rate of 15% (a default rate of 20%) and matured on February 28, 2008. The Company has not paid the interest due since June 2007, and no principal payments on the Promissory Notes have been made since 2008 and accordingly, they are in default. Accrued interest on these notes total $3,434,686 and is included in accrued expenses on the consolidated balance sheets.

In January 2008, the Company and the three guarantors received a complaint filed by the financial advisor (acting as agent for the holders of the Restructured Notes) and the holders of the Restructured Notes. The claim is seeking $1,946,250 plus per diem interest beginning January 22, 2008 at the rate of twenty percent (20%) per annum plus $37,000 due the financial advisor for unpaid fees. The court has ruled in favor of a motion for summary judgment filed by certain of the plaintiffs and a judgment was entered on August 18, 2009 in the total amount of $2,482,922 in principal and interest on the notes, $40,920 in related claims and $124,972 in attorney’s fees and expenses. The Company is not aware of any payments being made by any of the guarantors and accordingly, the Company includes these liabilities on the September 30, 2015 and December 31, 2014 balance sheet items promissory notes payable and accrued expenses.

Debenture payable:

2012 Notes

On November 1, 2012, the Company issued a convertible promissory note to David Schaper (“Schaper”) in the amount of $269,858 in exchange for previously accrued legal fees. The note bears interest at 8% per annum, is due on demand and is convertible at a conversion price for each ~~share~~ share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of of the Company’s common stock for the ten trading days immediately preceding the date of conversion.. During the year ended December 31, 2013, the Company issued 6,986,723 shares of common stock upon the conversion of $103,188 of the note. During the year ended December 31, 2014, the note was sold to unrelated third party accredited investors, and Company issued 2,240,336 shares of common stock upon the conversion of $163,670 of the Note. As of ~~September 30~~March 31, 2016 and December 31, 2015, the balance of the note is $3,000.

2013 Notes

The following notes issued in 2013, bear interest at 8% per annum and other than as described below are convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. The notes issued in 2013 are referred to as the 2013 Notes.

On March 14, 2013 the Company issued a convertible promissory note for $46,000 to an accredited investor (the “March 2013 Note”). The March 2013 Note, was due eight months from issuance and bears an interest rate of 8% per annum, and in the case of an event of default increases to 12% per annum (“the Default Rate”). The ~~conversion feature of the 2013 Note is a 50% discount to the average of the three lowest day closing bid prices for the ten trading days prior to conversion. The~~ March 2013 Note matured November 14, 2013, is in default, and the Default Rate was effective at that date. During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, ~~2015~~2014, the Company issued 41516,~~325,963~~194 shares of common stock upon conversion of $919,~~250~~425 of the note. The balance of the March 2013 Note is $1726,~~326~~575 as of ~~September~~March 3031, 2016 and December 31, 2015.

On August 22, 2013, the Company issued a $6,000 convertible promissory note to Schaper. During the year ended December 31, 2014, the Company issued 66,667 shares of common stock upon conversion of $4,000 of this note. The outstanding principal balance on this note is $2,000 as of ~~September 30~~March 31, 2016 and December 31, 2015.

On October 181, 2013, the Company issued ~~four~~a ~~(4)~~$3,000 convertible ~~notes~~promissory ~~each~~note ~~in the amount of $25,625~~ to ~~Gel~~an ~~(the~~accredited ~~2013 Gel Notes)~~investor. The ~~conversion~~outstanding ~~price~~principal ~~for the 2013 Gel Notes is equal to 50% of the lowest closing bid price of the Common Stock as reported~~ on ~~the~~this ~~exchange~~note which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future with a floor of $0.0001 per share, for any of the five trading days including the day upon which a Notice of Conversion is ~~received by the Company. If the shares have not been delivered within~~ $3 ~~business days~~,000 ~~the~~as ~~Notice~~ of ~~Conversion may be rescinded. Accrued but unpaid interest shall be subject~~March ~~to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion~~31, ~~but~~2016 ~~the~~and number of shares issuable shall be rounded to the nearest whole share. Also on October 18, 2013, Gel issued the Company four secured promissory notes, each in the amount of $25,000, due April 21, 2014. The Company received the $100,000 on March 6, 2014. During the year ended December 31, ~~2014, the Company issued 944,260 shares upon conversion of $83,295 of the notes. As of September 30,~~ 2015~~, the four convertible promissory notes in the aggregate of $19,205 of principal amount owed Gel was outstanding~~.

On ~~November~~October 2218, 2013, the Company issued afour (4) convertible notes each in the amount of $3525,~~000~~625 to Gel (the ~~Fong~~“2013 ~~Note~~Gel Notes”), ~~and~~with each note due on demand. The conversion price for the 2013 Gel Notes is equal to 50% of the lowest closing bid price of the Common Stock as reported on the exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future with a floor of $300.0001 per share,~~000~~ (for any of the ~~Hollander~~five ~~Note)~~trading ~~convertible~~days ~~notes~~including the day upon which a Notice of Conversion is received by the Company. If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Accrued but unpaid interest shall be subject to Mrconversion. ~~Fong~~No ~~and~~fractional Mrshares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. Also ~~Hollander~~on October 18, ~~respectively~~2013, Gel issued the Company two secured promissory notes, each in ~~satisfaction~~the amount of ~~unpaid~~$25,000, ~~fees~~due April 21, 2014. The Company received the $50,000 on March 6, 2014. During the ~~nine~~year ~~months~~ended December 31, 2014, the Company issued 944,260 shares upon conversion of $83,295 of the notes. During the year ended ~~September~~December 3031, 2015, the Company issued 18213,~~030~~479,~~303~~349 shares upon conversion of ~~common stock~~$26,705 in ~~satisfaction~~note ofprincipal and $62,~~000~~863 of accrued interest. As of December 31, 2015, the ~~Hollander~~four ~~note.~~initial ~~The~~convertible ~~outstanding~~notes ~~principal~~have ~~balances~~been offully satisfied, while the two ~~Fong~~subsequent ~~and~~convertible ~~Hollander~~promissory notes asin the aggregate of $38,900 of principal are outstanding. Additionally, during the ~~September~~year 30ended December 31, 2015, ~~are~~the ~~$35~~notes have been sold to a third party accredited investor. During the three months ended March 31, 2016 the Company issued 925,000,000 ~~and~~shares of common stock upon conversion of $237,000 ~~respectively~~of note principal. As of March 31, 2016, the outstanding principal balance of this note is $1,900.

1514

On November 22, 2013, the Company issued a $35,000 (the Fong Note) and $30,000 (the Hollander Note) convertible note to Mr. Fong and Mr. Hollander, respectively, for the cancellation of accrued and unpaid fees. These notes are due on demand. During the year ended December 31, 2014, the Company issued 383,333 shares of common stock in satisfaction of $22,000 of the Hollander note. As of December 31, 2014, the outstanding principal on these notes totaled $43,000. During the year ended December 31, 2015, the Company issued 93,361,463 shares of common stock in satisfaction of $8,000 in principal and $1,767 in accrued interest of the Hollander note. The outstanding principal balance of the Fong note is $45,500, while the Hollander note has been fully satisfied as of March 31, 2016 and December 31, 2015.

2014 Notes

OnThe ~~January~~following ~~28,~~notes ~~2014, the Company~~ issued ain ~~convertible promissory note to Mr. Fong for $25~~2014,~~500~~ bear ininterest ~~satisfaction~~at of8% ~~accrued~~per annum and ~~unpaid fees~~other ~~due~~than ~~Mr.~~as ~~Fong.~~described ~~Also~~below onare ~~January~~convertible ~~28,~~at ~~2014, the Company entered into~~ a ~~Debt~~conversion ~~Settlement~~price ~~and~~for ~~Release~~each ~~Agreement~~share ~~(the~~of ~~“DSR”)~~common ~~with~~stock ~~Mr.~~equal ~~Fong,~~to ~~Mary~~50% ~~Virginia~~of ~~Knight~~the ~~(“Knight”)~~average orof ~~Knight~~the ~~assigns.~~lowest ~~This~~three ~~note~~trading ~~matured~~prices ~~January~~(as ~~28,~~defined ~~2015 and is~~ in ~~default. Pursuant to~~ the ~~DSR,~~note ~~the~~agreements) ~~Company~~per ~~has~~share ~~issued 500,000 shares~~ of the Company’s common stock tofor the ~~Knight~~ten ~~assign,~~trading indays ~~cancellation~~immediately ~~and~~preceding ~~satisfaction of~~the ~~$15,000~~date of ~~the~~conversion. ~~convertible~~The ~~note~~notes ~~due~~issued ~~Mr.~~in ~~Fong.~~2014 Asare ofreferred ~~September~~to ~~30, 2015,~~ as the ~~outstanding~~2014 ~~principal balance of this note is $10,500~~Notes.

On ~~February~~January 1028, 2014, the Company issued ~~two~~a ~~(2)~~ convertible promissory ~~notes~~note into ~~the~~Mr. ~~amounts~~Fong offor $9525,~~814~~500 ~~and $95,813~~ in ~~exchange~~satisfaction ~~for~~of ~~previously~~ accrued ~~legal fees. The notes bear interest at 8% per annum~~ and ~~are~~unpaid ~~convertible~~fees atdue aMr. ~~conversion~~Fong. ~~price~~Also ~~for~~on ~~each~~January 28, ~~share~~2014, ~~of common stock equal to 50% of~~ the ~~average~~Company ofentered ~~the~~into ~~lowest~~a ~~three~~Debt ~~trading~~Settlement ~~prices~~and ~~(as~~Release ~~defined~~Agreement in (the ~~note agreements~~“DSR”) ~~per~~with ~~share~~Mr. ofFong, ~~the~~Mary ~~Company’s common stock~~Virginia ~~for~~Knight ~~the~~(“Knight”) ~~ten~~or ~~trading~~Knight ~~days immediately preceding the date of conversion~~assigns. ~~This~~Pursuant ~~note~~to ~~matured February 10, 2015 and is in default. During~~ the ~~year ended December 31~~DSR, ~~2014,~~ the ~~company~~Company has issued ~~416~~500,~~667~~000 shares of common stock ~~in settlement of $12,500 of the notes. During~~to the ~~nine~~Knight ~~months ended September 30~~assign, ~~2015, $35,000~~ in ~~note~~cancellation ~~principal~~and ~~was~~satisfaction ~~assigned~~of to$45,500 aof ~~third party in~~ the ~~form of a new~~ convertible ~~promissory~~ note, ~~with~~due ~~the~~Mr. ~~same terms as the prior note~~Fong. ~~During~~As ~~the nine months ended September 30, 2015, the Company issued 194,518,463 shares~~ of ~~common~~March ~~stock in satisfaction of $17~~31,~~958~~ in2016 ~~principal~~ and ~~$137 of accrued and unpaid interest of the third-party portion~~December ~~of the note. As of September 30~~31, 2015, the ~~balances~~outstanding ofprincipal ~~the~~balance ~~notes,~~of ~~including~~this ~~amounts~~note ~~now~~is ~~held by third parties, totaled~~ $~~161~~10,~~169~~500.

On February 2010, 2014, the Company issued two (2) convertible promissory notes, ~~each~~ in the ~~amount~~amounts of $4095,~~000~~814 toand LG$95,813 ~~Capital~~in ~~(“LG”)~~exchange for previously accrued legal fees. The notes bear interest at 8% per annum. The ~~Company~~notes ~~received~~matured February 10, 2015 and are in default. During the year ended December ~~$38~~31,~~000~~ ~~after~~2014, ~~debt~~the ~~issuance~~company ~~costs~~issued 416,667 shares of common stock in settlement of $212,~~000~~500 ~~and~~of athe ~~$40~~notes. As of December 31,~~000~~ ~~secured~~2014, ~~promissory~~the balances ~~note~~of the notes totaled $179,127. ~~The~~During ~~debt~~the ~~issuance~~year ~~costs~~ended ~~will~~December be31, ~~amortized~~2014, ~~over~~ the ~~earlier~~company issued 416,667 shares of ~~the~~common ~~twelve~~stock in ~~month~~settlement ~~term~~of $12,500 of the ~~Note~~notes. orDuring ~~any~~the ~~redemptions~~year ~~and~~ended December 31, 2015, $235,000 ~~was~~in ~~expensed~~note asprincipal ~~debt~~was ~~issuance~~assigned ~~costs~~to ~~(included~~a inthird ~~interest~~party ~~expense)~~in ~~for~~the form of a new convertible promissory note, with the same terms as the prior note. During the year ended December 31, 2015, ~~2014.~~the ~~This~~Company ~~note~~issued ~~matured~~314,318,871 ~~February~~shares 20of common stock in satisfaction of $23,808 ~~2015~~in principal and is$277 inof ~~default~~accrued and unpaid interest of the third-party portion of the note. During the ~~nine~~ three months ended ~~September~~March 3031, ~~2015~~2016, the Company issued ~~167~~39,~~326~~534,~~230~~773 shares of common stock in ~~full~~ satisfaction of ~~convertible~~$1,876 ~~note~~ in principal and $~~1,673~~100 of accrued and unpaid interest of the third party portion of the note. As of ~~September~~March 3031, ~~2015~~2016, the ~~outstanding~~balances ~~principal balance~~ of ~~these~~the notes ~~has~~ ~~been~~are ~~satisfied~~$144,127 to the original note holder and $10,396 to the third party purchaser, totaling $154,523.

On March 627, 2014, the Company issued aan $50831,000 secured convertible promissory note (the “Note”). The Note carries an original issuer discount of $75,000. In addition, the Company agreed to ~~Gel~~pay $6,000 ~~under~~to cover the ~~same~~Lender’s legal and other fees. At the option of the Lender, the note converts at $0.0025 per share. The conversion by the Lender of any portion of the Outstanding Balance shall only be exercisable in ten (10) tranches (each, a “Tranche”), consisting of an initial Tranche in an amount equal to $88,500 and nine (9) additional Tranches, each in the amount of $82,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note. The Note carries a ten (10) percent interest rate and ~~conditions~~matures ason the ~~2012~~seventeenth ~~Gel~~month ~~Notes~~after funding. The lender funded $75,000 on April 1, 2014 and also delivered nine (9) secured promissory notes to the Company, each in the amount of $75,000. Each payment received will constitute an “Issue Date”. The Company also granted the lender the right to purchase at any time on or after each Issue Date until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share equal to $41,250 divided by the Market Price (as defined in the Note). . The Company recorded an initial derivative liability of 559,687, debt discount of $477,187 and derivative expense of $41,890.This note matured ~~March 6~~April 1, 2015 and is in default. During the ~~nine~~year ~~months~~ended December 31, 2014, the company issued 558,333 shares of common stock upon conversion of $16,500 of the note. During the year ended ~~September~~December 30, 2015, the ~~Company~~note was sold to an unrelated third party accredited investor for $75,029, which included outstanding principal of $54,672 and accrued interest of $20,357. During the year ended December 31, 2015, the company issued 244,~~979~~405,~~349~~110 shares of common stock in ~~satisfaction~~upon conversion of $1917,~~205~~078 inof ~~convertible~~ note principal and 130,531,699 shares upon conversion of $216,~~863~~500 in ~~accrued~~warrants ~~and~~shares ~~unpaid~~outstanding. ~~interest~~During the three months ended March 31, 2016, the Company issued 282,227,379 shares of common stock upon conversion of $11,502 in warrant shares outstanding. As of ~~September~~March 3031, 2016 and December 31, 2015, the outstanding principal balance of this note is $3075,~~795~~029.

On March 27, 2014, the Company issued an $831,000 secured convertible promissory note (the “Note”) to Typenex (the “Lender”). The Typenex Note carries an original issuer discount of $75,000. In addition, the Company agreed to pay $6,000 to cover the Lender’s legal and other fees. At the option of the Lender, the note converts at $0.0025 per share. The conversion by the Lender of any portion of the Outstanding Balance shall only be exercisable in ten (10) tranches (each, a “Tranche”), consisting of an initial Tranche in an amount equal to $88,500 and nine (9) additional Tranches, each in the amount of $82,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note. The Note carries a ten (10) percent interest rate and matures on the seventeenth month after funding. Typenex funded $75,000 on April 1, 2014 and also delivered nine (9) secured promissory notes to the Company, each in the amount of $75,000. Each payment received will constitute an “Issue Date”. The Company also granted Typenex the right to purchase at any time on or after each Issue Date until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share equal to $41,250 divided by the Market Price (as defined in the Note). This note matured April 1, 2015 and is in default. During the year ended December 31, 2014, the company issued 558,333 shares of common stock upon conversion of $16,500 of the note. During the nine months ended September 30, 2015, the company issued 4,405,110 shares of common stock upon conversion of $17,078 of note principal. In addition, during the nine months ended September 30, 2015, the company issued 40,535,699 shares upon conversion of $18,000 in warrants outstanding. As of September 30, 2015, the outstanding principal balance of this note is $69,426. Amortization for the nine months ended September 30, 2015, totaled $39,600 and the carrying value of the note as of September 30, 2015, is $54,672, net of unamortized discount of $0.15

On April 1, 2014 ($15,000) and April 23, 2014 ($12,500), the Company issued convertible promissory notes to Carebourn Capital. ). The notes bear interest of 8% per annum and matured six months after issuance. The Company recorded an initial derivative liability for these notes of $28,600, debt discount of $27,500 and derivative expense of $1,100. The debt discount of $27,500 was amortized into interest expense over the term of the note. As of December 31, 2014, the entire principal balance of the notes, $27,500 was outstanding. During the year ended December 31, 2015 the Company issued 322,840,228 shares in satisfaction of $21,830 in convertible note principal. In addition, $5,000 in note principal was sold to an unrelated investor. As of December 31, 2015, the principal balance of these notes was $5,670. During the three months ended March 31, 2016, the Company issued 131,077,775 shares of common stock upon conversion of $3,170 in note principal and $2,096 in accrued and unpaid interest. As of March 31, 2016, the principal balance of these notes is $2,500.

On July 16, 2014, the Company issued a convertible promissory note for $50,000 to an unaffiliated accredited investor. The note is due on demand and bears interest at 8%. The Company recorded an initial derivative liability of $52,000, debt discount of $50,000 and derivative expense of $2,000. The debt discount of $50,000 was amortized into interest expense over the term of the note. The note matured on April 16, 2015 and is in default. During the year ended December 31, 2015, the company issued 112,049,963 shares of common stock upon conversion of $12,786 of note principal. Amortization for the year ended December 31, 2014, totaled $45,833 and the carrying value of the note as of December 31, 2014, was $45,833, net of unamortized discount of $4,167. Amortization for the year ended December 31, 2015, totaled $4,167 and the carrying value of the note as of December 31, 2015, is $37,214, net of unamortized discount of $0. During the year ended December 31, 2015, the note was sold at its full value of $50,000, before conversion, to an unrelated third party investor. During the three months ended March 31, 2016, the company issued 138,415,000 shares of common stock upon conversion of $6,921 of note principal. As of March 31, 2016 a principal balance of $30,293 remains outstanding

On July 22, 2014 ($52,500), August 28, 2014 ($27,500), September 19, 2014 ($27,500), and November 3, 2014 ($27,500) the Company issued convertible promissory notes to Carebourn Capital. The notes are due on demand, bear interest at 12%. The Company received $125,000 after debt issuance costs of $10,000, which was amortized over the earlier of the term of the Notes or any redemptions. The July note matured on April 22, 2015 and is in default. The rest of the notes matured on May 28, 2015 and are in default. The Company recorded an initial derivative liability of $143,100, debt discount of $125,000 and derivative expense of $18,100. The debt discount of $125,000 was amortized into interest expense over the term of the notes. Amortization for the year ended December 31, 2014, totaled $80,292 and the carrying value of the notes as of December 31, 2014, was $80,292, net of unamortized discount of $27,208. Amortization for the year ended December 31, 2015, totaled $27,208 and the carrying value of the notes as of December 31, 2015, is $135,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the entire principal balance of $135,000 remains.

On December 2, 2014, the Company issued a convertible promissory note for $25,000 to an unaffiliated accredited investor. The note bears interest at 8%. Company recorded an initial derivative liability of $26,000, debt discount of $25,000 and derivative expense of $1,000. The debt discount of $25,000 is being amortized into interest expense over the term of the note. The note matured on September 2, 2015 and is in default. Amortization for the year ended December 31, 2014, totaled $3,889 and the carrying value of the notes as of December 31, 2014, was $3,889, net of unamortized discount of $21,111. Amortization for the year ended December 31, 2015, totaled $21,111 and the carrying value of the notes as of December 31, 2015, is $25,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the full principal balance of $25,000 remains outstanding.

On December 4, 2014, the Company issued a $38,000 convertible promissory note to Carebourn Capital. The note is due on demand, bears interest at 12%. The Company recorded an initial derivative liability of $39,520, debt discount of $38,000 and derivative expense of $1,520. The debt discount of $40,500 is being amortized into interest expense over the term of the note. The note matured on December 4, 2015 and is in default. Amortization for the year ended December 31, 2015, totaled $38,000 and the carrying value of the notes as of December 31, 2015, is $38,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the full principal balance of $38,000 remains outstanding.

On April 1, 2014 ($15,000) and April 23, 2014 ($12,500), the Company issued convertible promissory notes to Carebourn Capital. During the year ended December 31, 2014, the Company issued 851,467 shares of common stock in satisfaction of $25,544 in convertible note principal. During the nine months ended September 30, 2015, the Company issued 1,528,123 shares in satisfaction of $1,956 in convertible note principal. As of September 30, 2015, the principal balance of these notes has been satisfied.

On May 16, 2014, the Company issued a $27,000 convertible promissory note, bearing interest at 12% per annum, to WHC Capital, LLC. The Company received $25,000 after debt issuance costs of $2,000, which was amortized over the earlier of the one year term of the Note or any redemption. The note matured on February 16, 2015 and is in default. During the nine months ended September 30, 2015, the company issued 42,974,921 shares of common stock upon conversion of $18,425 of note principal. As of September 30, 2015, the principal balance of this note has been fully satisfied.

On July 11, 2014, the Company issued a $42,750 convertible promissory note to Auctus Private Equity Fund, LLC. . The note is due on demand, bears interest at 8% and is convertible at a 45% discount of the average of the two lowest day’s closing prices for the twenty five (25) days preceding conversion. The conversion price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. The company received $37,750 after debt issuance costs of $5,000, which was amortized over the earlier of the 9 month term of the Note or any redemptions. Accordingly, $288 has been expensed for the nine months ended September 30, 2015, as debt issuance costs (included in interest expense). The Company recorded an initial derivative liability of $44,460, debt discount of $42,750 and derivative expense of $1,710. The debt discount of $42,750 was amortized into interest expense over the term of the note. The note matured on April 11, 2015 and is in default. During the nine months ended September 30, 2015, the company issued 2,564,562 shares of common stock upon conversion of $7,028 of note principal and $2,155 of accrued note interest. As of September 30, 2015, a principal balance of $35,676 remains outstanding. . Amortization for the nine months ended September 30, 2015, totaled $2,372 and the carrying value of the note as of September 30, 2015, is $35,676, net of unamortized discount of $0.

On July 16, 2014, the Company issued a convertible promissory note for $50,000 to an unaffiliated accredited investor. The note is due on demand, bears interest at 8% and is convertible at 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $52,000, debt discount of $50,000 and derivative expense of $2,000. The debt discount of $50,000 was amortized into interest expense over the term of the note. The note matured on April 16, 2015 and is in default. As of September 30, 2015, the full principal balance of $50,000 remains outstanding. Amortization for the nine months ended September 30, 2015, totaled $4,167 and the carrying value of the note as of September 30, 2015, is $50,000, net of unamortized discount of $0.

On July 22, 2014 ($52,500), August 28, 2014 ($27,500), September 19, 2014 ($27,500), and November 3, 2014 (27,500) the Company issued convertible promissory notes to Carebourn Capital. The notes are due on demand, bear interest at 12% and are convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company received $125,000 after debt issuance costs of $10,000, which was amortized over the earlier of the term of the Notes or any redemptions. The July note matured on April 22, 2015 and is in default. The rest of the notes matured on May 28, 2015 and are in default. The Company recorded an initial derivative liability of $143,100, debt discount of $125,000 and derivative expense of $18,100. The debt discount of $125,000 was amortized into interest expense over the term of the notes. During the nine months ended September 30, 2015, the company issued 321,518,056 shares of common stock upon conversion of $101,413 of note principal. As of September 30, 2015, a principal balance of $35,543 remains outstanding. Amortization for the nine months ended September 30, 2015, totaled $38,258 and the carrying value of the notes as of September 30, 2015, is $50,186, net of unamortized discount of $0.

On October 9, 2014, the Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The note bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion The Company recorded an initial derivative liability of $28,090, debt discount of $26,500 and derivative expense of $1,590. The debt discount of $26,500 was amortized into interest expense over the term of the note. The Company received $25,000 after debt issuance costs of $1,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $1,250 has been expensed as debt issuance costs (included in interest expense) for the nine months ended September 30, 2015. The note matures on October 9, 2015. During the nine months ended September 30, 2015, the company issued 15,200,000 shares of common stock upon conversion of $760 of note principal. As of September 30, 2015, a principal balance of $25,740 remains outstanding. Amortization for the nine months ended September 30, 2015, totaled $14,863 and the carrying value of the notes as of September 30, 2015, is $25,105, net of unamortized discount of $635.

On December 2, 2014, the Company issued a convertible promissory note for $25,000 to an unaffiliated accredited investor. The note bears interest at 8% and is convertible at 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $26,000, debt discount of $25,000 and derivative expense of $1,000. The debt discount of $25,000 is being amortized into interest expense over the term of the note. The note matured on September 2, 2015 and is in default. As of September 30, 2015, the full principal balance of $25,000 remains outstanding. Amortization for the nine months ended September 30, 2015, totaled $21,111 and the carrying value of the notes as of September 30, 2015, is $25,000, net of unamortized discount of $0.

On December 23, 2014, the Company issued a $7,500 convertible promissory note to Carebourn Capital. The note is due on demand, bears interest at 8% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. During the nine months ended September 30, 2015, the Company paid $7,500 in settlement of the note principal and $190 in settlement of accrued interest. As of September 30, 2015, this note has been fully satisfied.

On December 29, 2014, the Company issued a $25,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The proceeds from this note were received on January 6, 2015. The note is due on demand, bears interest at 10% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion and matures September 29, 2015. The Company recorded an initial derivative liability of $26,250, debt discount of $25,000 and derivative expense of $1,250. The debt discount of $25,000 is being amortized into interest expense over the term of the note. On August 10, 2015, the entirety of the note outstanding, including $25,000 in principal and $1,520 in accrued and unpaid interest, was assigned to Stark Capital Investments, a Florida LLC. During the nine months ended September 30, 2015, the company issued 503,960,000 shares of common stock upon conversion of $20,159 of note principal. As of September 30, 2015, a principal balance of $4,841 remains outstanding.

2015 Notes

On February 6, 2015, the ~~Company~~ Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The Company received $25,000 after ~~debt~~ debt issuance costs of $1,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $~~441~~1,500 has been expensed as debt issuance costs (included in interest expense) for the ~~nine~~ ~~months~~ year ended ~~September~~December 3031, 2015. The Company recorded an initial derivative liability of $28,620, debt discount of $26,500 and derivative expense of $2,120. The debt discount of $26,500 is being amortized into interest expense over the term of the note. The note ~~is due on demand,~~ bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion and matures February 6, 2016. AsAmortization offor ~~September~~the 30year ended December 31, 2015, ~~the~~totaled ~~outstanding~~$24,574 ~~principal~~and the ~~balance~~carrying value of ~~this~~the ~~note~~notes as of December 31, 2015, is $2624,~~500.~~574, net of unamortized discount of $1,926. Amortization for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, totaled $171,~~134~~926 and the carrying value of the notes as of ~~September~~December 3031, 2015, is $1726,~~134~~500, net of unamortized discount of $~~9,366~~0. The note was sold to an unrelated third party at the face value of the note during 2015. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $26,500

On ~~April~~February ~~10,~~21 2015 ($5,000) ~~the~~and ~~Company~~March ~~issued a~~21, 2015 ($405,~~500~~000), the Company issued convertible promissory ~~note~~notes tofor ~~Carebourn~~$10,000 ~~Capital.~~in ~~The~~total ~~April~~to 10an ~~Carebourn~~unrelated ~~Note~~third ~~carries~~party anper ~~original~~a ~~issuer~~service ~~discount~~contract ofsigned ~~$3,000.~~between ~~The~~the company ~~paid~~and ~~$3,000~~the inunrelated ~~debt~~service ~~issuance costs related to this note on June 16, 2015~~provider. The ~~note~~notes isbear ~~due on demand, bears~~ interest at 12% and isare convertible at a 50% discount of the average of the three lowest day’s closing ~~prices~~ for the ten (10) days preceding conversion and each note matures 6 months after issuance. The debt issuance costs will be amortized over the earlier of the six month term of the Note or any redemptions and accordingly. The notes are currently in default. The Company recorded an initial derivative liability of $4511,~~360~~200, debt discount of $4010,~~500~~000 and ~~derivative~~ derivative expense of $41,~~860~~200. The debt discount of $4010,~~500~~000 is being amortized into interest expense over the term of the note. ~~The note matures~~ ~~on January 10, 2016. As of September 30, 2015, the full principal balance of $40,500 remains outstanding.~~ Amortization for the ~~nine~~ ~~months~~year ended ~~September~~December 3031, 2015, totaled $2510,~~478,~~000 and the carrying value of the notes as of ~~September~~December 3031, 2015, was is $2510,~~478~~000, net of unamortized discount of $150. As of March 31,~~022~~ 2016 and December 31, 2015, the outstanding principal balance of these notes is $10,000.

On April 1510, 2015, the Company issued a $43,500 convertible promissory note ~~for $26,500~~ to LGCarebourn Capital ~~(“LG”)~~. The ~~note~~April is10th ~~due~~Carebourn onNote ~~demand~~carries an original issuer discount of $3,000. The note bears interest at 812% and is convertible at a 50% discount of the average of the three lowest day’s closing ~~price~~prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $2848,~~090~~720, debt discount of $2643,500 and derivative expense of $15,~~590~~220. The debt discount of $2643,500 is being amortized into interest expense over the term of the note. The ~~Company~~note ~~received~~matures ~~$25,000 after~~on ~~debt~~January ~~issuance costs of $1~~10,~~500~~ 2016. ~~The~~Amortization ~~debt~~for ~~issuance costs will be amortized over~~ the ~~earlier~~year ofended ~~the twelve month term of~~December ~~the~~31, ~~Note~~2015, ortotaled ~~any redemptions and accordingly~~ $142,~~383~~027, ~~has~~and ~~been~~the ~~expensed~~carrying asvalue ~~debt~~of ~~issuance costs (included in interest expense) for~~ the ~~nine~~note ~~months~~as ~~ended~~of ~~September~~December 3031, 2015~~. The note matures on October 9~~, ~~2015.~~was ~~As of September 30~~$42, ~~2015~~027, ~~the~~net ~~outstanding~~of unamortized ~~principal~~discount ~~balance~~ of ~~this note is~~ $261,~~500~~473. Amortization for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, totaled $251,~~847~~473 and the carrying value of the ~~notes~~ note as of ~~September~~March 3031, ~~2015~~2016, is $2543,~~847~~500, net of unamortized discount of $~~653~~0. As of March 31, 2016 and December 31, 2015, the full principal balance of $43,500 remains outstanding.

On April 15, 2015, the Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The note bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $28,090, debt discount of $26,500 and derivative expense of $1,590. The debt discount of $26,500 is being amortized into interest expense over the term of the note. The Company received $25,000 after debt issuance costs of $1,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $1,383 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The note matured on October 9, 2015. Amortization for the year ended December 31, 2015, totaled $26,500 and the carrying value of the note as of December 31, 2015, is $5,000, net of unamortized discount of $0. During the year ended December 31, 2015, the company issued 317,819,240 shares of common stock upon conversion of $21,500 of note principal and $710 of accrued note interest. As of December 31, 2015, the outstanding principal balance of this note was $5,000. During the three months ended ended March 31, 2016, the company issued 106,115,000 shares of common stock upon conversion of $5,000 of note principal and $306 of accrued note interest. As of March 31, 2016 the principal balance of this note has been fully satisfied.

On May 6, 2015, the Company issued a $40,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The note bears interest at 12% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion and matures November 6, 2015. The Company received $37,500 after debt issuance costs of $2,500. The debt issuance costs will be amortized over the earlier of the five month term of the Note or any redemptions and accordingly $2,500 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $42,400, debt discount of $40,000 and derivative expense of $2,450. The debt discount of $40,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $40,000 and the carrying value of the notes as of December 31, 2015, is $40,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance is $40,000.

On May 15, 2015, the Company issued a $128,000 convertible promissory note to Carebourn Capital. The note bears interest at 12%, is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures February 15, 2016. The Company received $125,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the nine month term of the Note or any redemptions and accordingly $2,500 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $143,360, debt discount of $128,000 and derivative expense of $15,360. The debt discount of $128,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $106,667 and the carrying value of the notes as of December 31, 2015, was $106,667, net of unamortized discount of $21,333. Amortization for the three months ended March 31, 2016, totaled $21,333 and the carrying value of the notes as of December 31, 2015, was $128,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $128,000.

On May 27, 2015, the Company issued a $28,000 convertible promissory note to Carebourn Capital. The note bears interest at 12%, is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures February 27, 2016. The Company received $25,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the nine month term of the Note or any redemptions and accordingly $2,370 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $31,360, debt discount of $28,000 and derivative expense of $3,360. The debt discount of $28,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $22,116 and the carrying value of the notes as of December 31, 2015, was $22,116 net of unamortized discount of $5,884. Amortization for the three months ended March 31, 2016, totaled $5,884 and the carrying value of the notes as of March 31, 2016, is $28,000 net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $28,000.

On May 29, 2015, the Company issued a $125,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The note bears interest at 12%, is convertible at a 60% discount of the average of the three lowest day’s closing prices for the fifty (50) days preceding conversion and matured on November 29, 2015. The note has matured during the year ended December 31, 2015 and is currently in default. The Company recorded an initial derivative liability of $132,500, debt discount of $125,000 and derivative expense of $7,500. The debt discount of $125,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $125,000 and the carrying value of the notes as of December 31, 2015, is $125,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $125,000.

On June 9, 2015, the Company issued a $28,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The note bears interest at 12%, is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures February 27, 2016. The Company received $25,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the seven month term of the Note or any redemptions and accordingly $2,338 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $29,680, debt discount of $28,000 and derivative expense of $1,680. The debt discount of $28,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $21,825 and the carrying value of the notes as of December 31, 2015, was $21,825, net of unamortized discount of $6,175. Amortization for the three months ended March 31, 2016, totaled $6,175 and the carrying value of the notes as of December 31, 2015, is $28,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $28,000.

On ~~May~~June 619, 2015, the Company issued a ~~$40,000~~ convertible promissory note tofor ~~Pure Energy 714~~$36,750 ato ~~New~~LG ~~Jersey~~Capital ~~LLC~~(“LG”). The note ~~is due on demand,~~ bears interest at 128%, ~~and~~ is convertible at a 50% discount of the ~~average of the three~~ lowest ~~day’s~~ closing ~~prices~~price for the ten (10) days preceding conversion and matures ~~November~~on 6,June ~~2015~~19, 2016. The Company ~~received~~recorded an initial derivative liability of $3739,690, debt discount of $36,750 and derivative expense of $1,590. The debt discount of $26,500 is being amortized into interest expense over the term of the note. The Company received $25,000 after debt issuance costs of $21,500. The debt issuance costs will be amortized over the earlier of the ~~five~~twelve month term of the Note or any redemptions and accordingly $~~764~~982 has been expensed as debt issuance costs (included in interest expense) for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015. ~~The~~ ~~Company~~Amortization ~~recorded~~for anthe ~~initial~~year ~~derivative~~ended ~~liability~~December of31, 2015, totaled $4219,~~400~~580, ~~debt~~and ~~discount~~the carrying value of ~~$40,000~~the ~~and~~notes ~~derivative~~as ~~expense~~ of December 31, 2015, was $219,~~450. The~~580, ~~debt~~net of unamortized discount of $4017,~~000~~170. isAs ~~being~~of ~~amortized~~December ~~into~~31, 2015, ~~interest~~the ~~expense~~outstanding ~~over~~principal ~~the~~balance ~~term~~ of ~~the~~this note was $36,750. Amortization for the ~~nine~~ three months ended ~~September~~March 3031, ~~2015~~2016, totaled $399,~~895~~738, and the carrying value of the notes as of ~~September~~December 3031, 2015, iswas $3926,~~895~~569, net of unamortized discount of $~~105~~7,431. During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, the company issued ~~138~~57,~~552~~626,~~217~~200 shares of common stock upon conversion of $392,~~477~~750 of note principal and $133 of accrued note interest. As of ~~September~~March 3031, ~~2015~~2016, the outstanding principal balance of ~~this~~ this note is $~~523~~34,000.

On ~~May~~June 1524, 2015, the Company issued a convertible promissory note for $~~128~~25,000 ~~convertible~~to ~~promissory~~Service ~~note~~Trading toCompany, ~~Carebourn~~LLC ~~Capital~~(“SVC”). The note is ~~due on demand,~~ bears interest at 128%, ~~and~~ is convertible at a 50% discount of the ~~average of the three~~ lowest ~~day’s~~ closing ~~prices~~price for the ~~twenty~~ten (2010) days preceding conversion and matures ~~February~~on 15June 24, 2016. The Company received $~~125~~23,~~000~~500 after debt issuance costs of $31,~~000~~500. The debt issuance costs will be amortized over the earlier of the ~~nine~~twelve month term of the Note or any redemptions and accordingly $~~2,267~~375 has been expensed as debt issuance costs (included in interest expense) for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. The Company recorded an initial derivative liability of $~~143~~27,~~360~~000, debt discount of $~~128~~25,000 and derivative expense of $152,~~360~~000. The debt discount of $~~128~~25,000 is being amortized into interest expense over the term of the note. Amortization for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015, totaled $2112,~~333~~978 and the carrying value of the notes as of ~~September~~December 3031, 2015, was is$12,978, net of unamortized discount of $12,022. Amortization for the three months ended March 31, 2016, totaled $6,216 and the carrying value of the notes as of March 31, 2016, was $6419,~~000~~194, net of unamortized discount of $645,~~000~~806. As of ~~September~~March 3031, 2016 and December 31, 2015, the outstanding principal balance of this note is $6425,000.

On ~~May~~June 2726, 2015, the Company issued a $2815,~~000~~500 convertible promissory note to Carebourn Capital. The note ~~is due on demand,~~ bears interest at 12%, ~~and~~ is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures ~~February~~March 2726, 2016. The Company received $2512,~~000~~500 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the nine month term of the Note or any redemptions and accordingly $21,~~067~~000 has been expensed as debt issuance costs (included in interest expense) for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. The Company recorded an initial derivative liability of $3117,360, debt discount of $2815,~~000~~ 500 and derivative expense of $31,~~360~~860. The debt discount of $2815,~~000~~500 is being amortized into interest expense over the term of the note. Amortization for the ~~nine months~~year ended ~~September~~December 3031, 2015, totaled $1210,~~783~~635 and the carrying value of the notes as of ~~September~~December 3031, 2015, is $1210,~~783~~635, net of unamortized discount of $4,865. Amortization for the three months ended March 31, 2016, totaled $4,865 and the carrying value of the notes as of March 31, 2016, was $15,~~217~~500, net of unamortized discount of $0. As of ~~September~~March 3031, 2016 and December 31, 2015, the outstanding principal balance of this note is $2815,~~000~~500.

On ~~May~~July 2920, 2015, the Company issued a $~~125~~15,~~000~~500 convertible promissory note to ~~Pure~~Carebourn ~~Energy 714, a New Jersey LLC~~Capital. The note ~~is due on demand,~~ bears interest at 12%, ~~and~~ is convertible at a 6050% discount of the average of the three lowest day’s closing prices for the ~~fifty~~twenty (5020) days preceding conversion and matures ~~November~~April 2920, 2016. ~~2015~~The Company received $12,500 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the nine month term of the Note or any redemptions and accordingly $933 has been expensed as debt issuance costs (included in interest expense) for the three months ended March 31, 2016. The Company recorded an initial derivative liability of $~~132~~17,~~500~~360, debt discount of $~~125~~15,~~000~~ 500 and derivative expense of $71,~~500~~860. The debt discount of $~~125~~15,~~000~~500 is being amortized into interest expense over the term of the note. Amortization for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015, totaled $849,~~239~~244 and the carrying value of the notes as of ~~September 30~~December 31, 2015, is $849,~~239~~244, net of unamortized discount of $406,~~761~~256. AsAmortization for the three months ended March 31, 2016, totaled $5,129 and the carrying value of ~~September~~the 30notes as of March 31, 2016, was $14,372, net of unamortized discount of $1,128. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $~~125~~15,~~000~~500.

On June 9, 2015, the Company issued a $28,000 convertible promissory note to Pure Energy 714, a New Jersey LLC.. The note is due on demand, bears interest at 12% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures February 27, 2016. The Company received $25,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the seven month term of the Note or any redemptions and accordingly $1,850 has been expensed as debt issuance costs (included in interest expense) for the nine months ended September 30, 2015. The Company recorded an initial derivative liability of $29,680, debt discount of $28,000 and derivative expense of $1,680. The debt discount of $28,000 is being amortized into interest expense over the term of the note. Amortization for the nine months ended September 30, 2015, totaled $12,030 and the carrying value of the notes as of September 30, 2015, is $12,030, net of unamortized discount of $15,970. As of September 30, 2015, the outstanding principal balance of this note is $28,000.

On ~~June~~December 193, 2015, the Company issued a convertible promissory note for $3630,~~750~~000 to LGSBI ~~Capital~~Investments, ~~(“LG”)~~LLC. The note is due on demand, bears interest at 812% and is convertible at a 50% discount of the lowest ~~closing~~trading price for the ~~ten~~twenty (1020) days preceding conversion and matures on August ~~June 19~~1, 2016. The Company recorded an initial derivative liability of $3932,~~690~~400, debt discount of $3630,~~750~~000 and derivative expense of $12,~~590~~400. The debt discount of $2630,~~500~~000 is being amortized into interest expense over the term of the note. The Company received $2527,~~000~~500 after debt issuance costs of $12,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $~~544~~833 has been expensed as debt issuance costs (included in interest expense) for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. Amortization for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015, ~~totaled~~ totaled $103,~~342~~471, and the carrying value of the notes as of ~~September~~December 3031, 2015, iswas $103,~~342~~471, net of unamortized discount of $26,~~408~~529. Amortization for the three months ended March 31, 2016, totaled $11,465 and the carrying value of the notes as of March 31, 2016, was $14,701, net of unamortized discount of $14,936. As of ~~September~~December 3031, 2015, the outstanding principal balance of this note was $30,000. During the three months ended March 31, 2016, the company issued 72,514,000 shares of common stock upon conversion of $362 of note isprincipal. As of December 31, 2015, the outstanding principal balance of this note was $3629,~~750~~637.

On ~~June~~December 244, 2015, the Company ~~issued~~ issued a convertible promissory note for $2535,~~000~~200 to ~~Service~~LG ~~Trading~~Capital ~~Company, LLC~~ (“~~SVC~~LG”). The note ~~is due on demand,~~ bears interest at 8%, ~~and~~ is convertible at a 50% discount of the lowest ~~closing~~trading price for the ~~ten~~twenty (1020) days preceding conversion and matures on December ~~June 24~~4, 2016. The Company recorded an initial derivative liability of $38,016, debt discount of $35,200 and derivative expense of $2,816. The debt discount of $35,200 is being amortized into interest expense over the term of the note. The Company received $2330,~~500~~000 after debt issuance costs of $12,~~500~~000 and an original issuer discount of 10% ($3,520). The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $~~800~~520 has been expensed as debt issuance costs (included in interest expense) for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015. Amortization ~~The~~for ~~Company~~the ~~recorded~~year anended ~~initial~~December ~~derivative~~31, ~~liability of $27~~2015,~~000,~~ ~~debt~~totaled ~~discount of~~ $252,~~000~~597, and ~~derivative~~the ~~expense~~carrying value of ~~$2,000.~~the ~~The~~notes ~~debt~~as ~~discount~~ of ~~$25~~December 31,~~000~~ 2015, iswas ~~being~~$2,597, ~~amortized~~net ~~into~~of ~~interest expense~~unamortized ~~over~~discount ~~the term~~ of ~~the note~~$32,603. Amortization for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, totaled $68,~~694~~752 and the carrying value of the notes as of ~~September~~March 3031, ~~2015~~2016, iswas $611,~~694~~349, net of unamortized discount of $1023,~~069~~851. As of March ~~September~~31, 302016 and December 31, 2015, the outstanding principal balance of this note is $2535,~~000~~200.

On ~~June~~December 2621, 2015, the Company ~~issued~~ issued a $1520,~~500~~000 convertible promissory note to ~~Carebourn~~More Capital. The note ~~is due on demand,~~ bears interest at 123% ~~and~~per ismonth ~~convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion~~ and matures ~~March~~April 2620, 2016. The ~~Company~~note ~~received~~is ~~$12,500~~convertible ~~after~~at ~~debt~~the ~~issuance~~market ~~costs~~price of ~~$3,000.~~the ~~The~~Company’s ~~debt~~common ~~issuance~~stock ~~costs~~on ~~will be amortized over~~ the ~~earlier~~day of ~~the~~conversion. ~~nine~~As ~~month term~~ of ~~the~~December ~~Note or any redemptions and accordingly $1~~31,~~567~~ ~~has been expensed as debt issuance~~2015, ~~costs (included in interest expense) for~~ the ~~nine~~outstanding ~~months~~principal ~~ended~~balance ~~September 30, 2015. The Company recorded an initial derivative liability~~ of ~~$17,360,~~this ~~debt~~note ~~discount~~was of $1520,~~500 and derivative expense of $1,860~~000. ~~The~~During ~~debt discount of $15,500 is being amortized into interest expense over~~ the ~~term~~three ~~of the note. Amortization for the nine~~ months ended ~~September~~March 3031, ~~2015~~2016, ~~totaled $5,431 and~~ the ~~carrying~~Company ~~value of~~paid ~~the notes as of September 30, 2015, is~~ $520,~~431,~~000 in ~~net~~complete ofsettlement ~~unamortized discount~~ of ~~$11,442. As of September 30, 2015,~~ the outstanding ~~principal~~ ~~balance of this~~ note ~~is $15,500~~principal.

On ~~July~~December 2022, 2015, the Company ~~issued~~ issued a $1550,~~500~~000 convertible promissory note to Carebourn Capital. The note ~~is due on demand,~~ bears interest at 123% ~~and~~per ismonth ~~convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion~~ and matures ~~April 20~~February 22, 2016. The ~~Company~~note ~~received~~is ~~$12,500~~convertible ~~after~~at ~~debt~~the ~~issuance~~market ~~costs~~price of ~~$3,000.~~the ~~The~~company’s ~~debt~~common ~~issuance~~stock ~~costs~~on ~~will be amortized over~~ the ~~earlier~~day of ~~the~~conversion. ~~nine~~As ~~month term~~ of ~~the Note or any redemptions and accordingly $1,067 has been expensed as debt issuance~~December ~~costs (included in interest expense) for the nine months ended September 30~~31, 2015~~. The Company recorded an initial derivative liability of $17~~,~~360,~~ ~~debt~~the ~~discount~~outstanding ofprincipal ~~$15,500~~balance ~~and derivative expense~~ of ~~$1,860.~~this ~~The~~note ~~debt~~is ~~discount of~~ $1550,~~500 is being amortized into interest expense over the term of the note~~000. ~~Amortization~~During ~~for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, ~~totaled $4,058 and~~ the ~~carrying value~~Company ofpaid ~~the notes as of September 30, 2015, is~~ $450,~~058,~~000 ~~net~~in ofcomplete ~~unamortized~~settlement ~~discount~~ of ~~$11,442. As of September 30, 2015,~~ the outstanding ~~principal~~ ~~balance of this~~ note ~~is $15,500~~principal.

~~The~~On ~~Company~~December ~~has determined that the conversion features of the 2012~~30, ~~2013~~2015, ~~2014 and 2015 Notes represent embedded derivatives since~~ the ~~Notes are~~Company ~~convertible~~issued ~~into~~ a ~~variable number of shares upon conversion. Accordingly~~$10,000 ~~the~~convertible ~~Notes~~promissory ~~are~~note ~~not considered~~ to beMore ~~conventional~~Capital. ~~debt under~~The ~~EITF~~note ~~00-19~~is ~~and~~due ~~the~~on ~~embedded~~demand, ~~conversion~~bears ~~features~~interest ~~must~~at be3% ~~bifurcated~~per ~~from~~month ~~the~~and ~~debt~~matures March ~~hosts~~2, ~~and~~2016. ~~accounted~~The ~~for~~note asis ~~derivative~~convertible ~~liabilities. Accordingly,~~at the ~~fair~~market ~~value~~price of ~~these~~the ~~derivative~~company’s ~~instruments~~common ~~have~~stock ~~been recorded as liabilities~~ on the ~~consolidated~~day ~~balance~~of ~~sheet with~~conversion. ~~the~~As ~~corresponding~~of December ~~amounts~~31, ~~recorded~~2015, ~~as a discounts to~~ the ~~Notes.~~outstanding ~~Such~~principal ~~discounts~~balance ~~will be accreted from the date~~ of ~~issuance to~~this ~~the~~note ~~maturity~~is ~~dates of the Notes~~$10,000. ~~The~~During ~~change in~~ the ~~fair~~three ~~value~~months ofended ~~the~~March ~~liabilities~~31, ~~for~~2016, ~~derivative contracts will be recorded to~~the ~~other~~Company ~~income~~paid or$10,000 ~~expenses~~ in ~~the~~complete ~~consolidated~~settlement ~~statement~~ of ~~operations at~~ the ~~end~~outstanding ofnote ~~each quarter, with the offset to the derivative liability on the balance sheet.~~principal

2016 Notes

On January 27, 2016, the Company issued a $18,000 convertible promissory note to Carebourn Capital. The note bears interest at 12%, is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures October 27, 2016. The Company received $15,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the nine month term of the Note or any redemptions and accordingly $667 has been expensed as debt issuance costs (included in interest expense) for the three months ended March 31, 2016. The Company recorded an initial derivative liability of $19,620, debt discount of $18,000 and derivative expense of $1,620. The debt discount of $18,000 is being amortized into interest expense over the term of the note. Amortization for the three months ended March 31, 2016, totaled $4,204 and the carrying value of the notes as of March 31, 2016, is $4,204, net of unamortized discount of $13,796. As of March 31, 2016 the outstanding principal balance of this note is $18,000.

The ~~fair~~Company ~~value~~has ofdetermined that the conversion features ~~embedded~~of in the 2012, 2013, 2014, 2015 and the 2016 Notes asrepresent ofembedded ~~their~~derivatives ~~dates~~since the Notes are convertible into a variable number of ~~issuance~~shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and inthe ~~their~~embedded ~~entirety~~conversion features must be bifurcated from the debt hosts and accounted for as derivative liabilities. Accordingly, the fair value of ~~September~~these ~~30,~~derivative ~~2015~~instruments ~~was~~have ~~determined~~been recorded as liabilities on the consolidated balance sheet with the corresponding amounts recorded as a discounts to ~~approximate~~the ~~their~~Notes. ~~fair~~Such ~~intrinsic~~discounts will be accreted from the date of issuance to the maturity dates of the Notes. The change in the fair value ~~due~~of the liabilities for derivative contracts will be recorded to other income or expenses in the ~~terms~~consolidated statement of ~~conversion~~operations at the end of each quarter, with the offset to the derivative liability on the balance sheet.

The fair value of the conversion features embedded in the 2015 Notes as of their dates of issuance and in their entirety as of March 31, 2016 was determined to approximate their fair intrinsic value due to the terms of conversion.

The inputs used to estimate the fair value of the derivative liabilities are considered to be level 3 inputs within the fair value hierarchy.

A summary of the derivative liabilities related to convertible notes as of ~~September~~March 3031, ~~2015~~2016 and December 31, 2015 is as follows:

	Derivative Liability Balance 1/1/15			Initial Derivative Liability			Redeemed convertible notes		Fair value change- three months ended 9/30/15			Derivative Liability Balance 9/30/15
Derivative Liability Balance 12/31/15		Initial Derivative Liability	Redeemed convertible notes		Fair value change- three months ended 3/31/15	Derivative Liability Balance 3/31/16
$	1,057,602			582,780			(316,553	)	(188,201	)	$	1,135,628
$ 1,359,843		11,083	(211,663)		177,387	$ 1,336,644

A summary of debentures payable as of ~~September~~March 3031, 2015 and December 30, 2014 is as follows:

	2015 Face Value	2014 Face Value
	2016 Face Value	2015 Face Value
2013 Notes	$ 72,826	$ 88,075
2012 and 2013 Notes	$ 80,075	$ 80,075
2014 Notes	$ ~~437~~462,~~800~~182	$~~709~~ 507,~~999~~619
2015 Notes	$ ~~513~~583,~~399~~837	—$ 599,597
Note discount	$(216,512)	$(135,431)
2016 Notes	$ 18,000	—
Total	$807,513	$662,643
Note discount	$(67,076)	$ (137,106)
Total	$1,077,019	$ 1,050,135

98. Commitments and contingencies:

Litigation:

The Forest County Potawatomi Community (“FCPC”) has initiated an action against Chex, an inactive subsidiary of the Company, in the FCPC tribal court asserting that Chex breached a contract with FCPC during the 2002 to 2006 time period. Chex is inactive and did not defend this action. On October 1, 2009 a judgment was entered against Chex in the FCPC Tribal Court in the amount of $2,484,922. The Company has included $2,484,922 in litigation contingency on the consolidated balance sheets as of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~ 2015.

The Company is involved in various claims and legal actions arising in the ordinary course of business. The ultimate disposition of these matters may have a material adverse impact either individually or in the aggregate on future consolidated results of operations, financial position or cash flows of the Company.

10. Income taxes:

The operations of the Company for periods subsequent to its acquisition by HPI and through August 2004, at which time HPI’s ownership interest fell below 80% are included in consolidated federal income tax returns filed by HPI. Subsequent to August 2004 and through January 29, 2006 the Company will file a separate income tax return. As of January 30, 2006, HPI’s ownership interest again exceeded 80% and the operations of the Company will be included in a consolidated federal income tax from that date through October 29, 2006 when the ownership fell below 80%. As of October 30, 2006, the Company will be filing separate income tax returns. For financial reporting purposes, the Company’s provision for income taxes has been computed, and current and deferred taxes have been allocated on a basis as if the Company has filed a separate income tax return for each year presented. Management assesses the realization of its deferred tax assets to determine if it is more likely than not that the Company's deferred tax assets will be realizable. The Company adjusts the valuation allowance based on this assessment.

As of September 30, 2015, the Company had a tax net operating loss carry forward of approximately $9,481,000.Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382.

119. ~~Stockholders’ deficiency~~ Income taxes:

As of March 31, 2016, the Company had a tax net operating loss carry forward of approximately $12,851,000. Any unused portion of this carry forward expires in 2031. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382.

10. Stockholders’ deficiency:

Common stock:

During ~~the~~ ~~nine~~the three months ended ~~September~~March 3031, ~~2015~~2016, the Company issued 1,~~528~~752,~~259~~572,~~323~~976 shares of common stock upon the conversion of $~~295~~71,~~257~~218 of debentures payable ~~and $6~~,~~752~~ of accrued and unpaid interest and the cashless exercise of warrants.

During the nine months ended September 30, 2015, the company issued 40,535,699 shares of common stock upon the cashless exercise of warrants.

Effective February 2, 2015, the Company completed a one share for six hundred share (1 for 600) reverse split of its common stock. All per share figures in these statements have been adjusted to reflect the effects of the reverse split.

Preferred stock

There were no shares of Class A or B preferred stock issued during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016.

The COD for Class A Preferred stock states; each share of the Class A Preferred Stock shall be entitled to a number of votes determined at any time and from time to time determined as follows: any holder of Class A Preferred Stock can vote such shares as if converted based on the Conversion Rights in below. The Class A Preferred Stock shall have a right to vote on all matters presented or submitted to the Corporation’s stockholders for approval in pari passu with holders of the Corporation’s common stock, and not as a separate class. Each share of the Class A Preferred Stock shall automatically convert (the “Conversion”) into shares of the Corporation’s common stock at the moment there are sufficient authorized and unissued shares of common stock to allow for the Conversion. The number of shares of common stock to which a holder of Class A Preferred Stock shall be entitled upon a conversion shall equal the product obtained by (a) multiplying the number of fully diluted common shares by twenty five hundredths (0.25), then (b) multiplying the result by a fraction, the numerator of which will be the number of shares of Class A Preferred stock being converted and the denominator of which will be the number of authorized shares of Class A Preferred stock. As of ~~September~~March 3031, 2015 there are 819,000 shares of Class A Preferred stock outstanding.

On December 14, 2012, Board of Directors approved the filing of a COD establishing the designations, preferences, limitations and relative rights of the Company’s Class B Preferred Stock. The COD allows the Board of Directors in its sole discretion to issue up to 2,000,000 shares of Class B Preferred Stock. The COD for Class B Preferred stock states; each share of the Class B Preferred Stock shall be entitled to a number of votes determined at any time and from time to time determined as follows: any holder of Class B Preferred Stock can vote such shares as if converted based on the Conversion Rights in below. The Class B Preferred Stock shall have a right to vote on all matters presented or submitted to the Corporation’s stockholders for approval in pari passu with holders of the Corporation’s common stock, and not as a separate class. Each share of the Class B Preferred Stock shall automatically convert (the “Conversion”) into shares of the Corporation’s common stock at the moment there are sufficient authorized and unissued shares of common stock to allow for the Conversion. The Class B Preferred Stock will convert in their entirety, simultaneously to equal the amount of shares of common stock resulting from the amount of series B Preferred Stock outstanding multiplied by sixty (60). The Conversion shares will be issued pro rata so that each holder of the Class B Preferred Stock will receive the appropriate number of shares of common stock equal to their percentage ownership of their Class B Preferred Stock. As of ~~September~~March 3031, ~~2015~~2016 there are 1,791,667, shares of Class B Preferred stock outstanding.

Effective January 21, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Class C Preferred Stock (as defined and described below) (the “Class C Preferred Stock Shares”) to Mr. Fong or his assigns in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company does not have sufficient authorized but unissued shares of common stock to allow for any such issuances.

22The Company valued the 1,000 shares of Class B preferred stock at $106,673, based on an estimated control premium determined with reference to a third party study, that may be realized upon the sale of common stock, primarily similar to voting control as of the grant date.

Stock options:

The Company has a stock option plan (the “Plan”) which was approved by the Board of Directors in July 2004 and which permits the grant of shares to attract, retain and motivate employees, directors and consultants of up to 3,000 shares of common stock. Options are generally granted with an exercise price equal to the Company’s market price of its common stock on the date of the grant and vest immediately upon issuance.

There were no options granted during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016.

All options outstanding at ~~September~~March 3031, ~~2015~~2016 are fully vested and exercisable. A summary of outstanding balances at ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015 is as follows:

	~~Weighted-~~	Weighted-	~~Aggregate~~
	Average	Average Remaining	Intrinsic
	Weighted- Average	Average Remaining	Aggregate Intrinsic
Options	exercise price	contractual life	Value
1,650	$0.34	0.9873	$0

~~12. Prior events~~Warrants:

A summary of warrant activity for the three months ended March 31, 2016 is shown in the table below:

	Number of Warrant Shares Outstanding

Balance at December 31, 2015		88,014
Cashless exercise of warrants		(11,502	)
Exercise price	$	0.00004
Remaining Term		3.03 years
Balance at March 31, 2016		76,512

11. Prior events:

Asset sale:

On December 22, 2005, FFFC and Chex entered into an Asset Purchase Agreement (the “APA”) with Game Financial Corporation (“Game”), pursuant to which FFFC and Chex agreed to sell all of its cash access contracts and certain related assets, which represented substantially all the assets of Chex. Such assets also represented substantially all of the operating assets of the Company on a consolidated basis. On January 31, 2006, FFFC and Chex completed the sale (the “Asset Sale”) for $14 million pursuant to the APA and received net cash proceeds of $12,642,784, after certain transaction related costs and realized a pre-tax book gain of $4,145,835. As a result of the Asset Sale, the Company has no substantial continuing operations. Therefore, the Company is not reporting and accounting for the sale of Chex’s assets as discussed in discontinued operations.

Additionally, FFFC and Chex entered into a Transition Services Agreement (the “TSA”) with Game pursuant to which FFFC and Chex agreed to provide certain services to Game to ensure a smooth transition of the sale of the cash-access financial services business.

Pursuant to the APA and the TSA, FFFC and Chex owed Game approximately $300,000. Game, FFFC and Chex agreed to settle the balance due for $275,000 (included in accounts payable on the balance sheet presented herein) with payment terms. FFFC and Chex have not made any of the payments stipulated in the settlement and subsequently Game filed a complaint against Chex, FFFC and Hydrogen Power Inc. (“HPI”) seeking approximately $318,000. The Company has agreed to a judgment of $329,146, comprised of the $275,000, attorney fees of $15,277 (included in accounts payable on the balance sheet presented herein, and attorney fees of $38,869 (included in accrued liabilities on the balance sheet presented herein). FFFC and Chex have agreed to indemnify HPI.

1312. Related party transactions:

Management and director fees:

For the three ~~and nine~~ months ended ~~September~~March 31, 302016 and March 31, 2015, the Company accrued expenses of $37,500 ~~and $112,500, respectively,~~ for Mr. Fong, the Company’s President and Chairman. Mr. Fong received $1234,~~600~~150 and $29,500 in cash payments for the three months ended ~~September 30~~March 31, ~~2015~~2016 and ~~$93,195~~March ~~for the nine months ended September 30~~31, 2015., respectively. In ~~January~~November ~~2014~~2013, the Company issued a convertible promissory note to Mr. Fong in payment of $2535,~~500~~000 of accrued and unpaid fees. As of ~~September~~March 3031, ~~2015~~2016, Mr. Fong is owed $125,~~424~~500 for these services, included in accrued expenses on the ~~consolidated~~ balance sheet.

Acquisition of Carbon Capture:

On May 25, 2012, the Company’s newly formed subsidiary ATD acquired Carbon Capture USA (“Carbon”) from Carbon Capture Corporation, a Colorado corporation ("CCC"). CCC is privately held by Mr. Henry Fong, a director of the Company and is the control person of CCC. Pursuant to the Agreement, ATD acquired from CCC all of the issued and outstanding common stock of Carbon in exchange for one-hundred fifty thousand (150,000) newly issued unregistered shares of the Company’s common stock. As of December 31, 2013, Carbon has exchanged the 150,000 shares of common stock for 1,500,000 shares of Class B preferred stock. The Class B preferred stock automatically converts to 150,000 shares of common stock whenever there are sufficient shares of common stock to allow for the conversion. Pursuant to the terms and conditions of the preferred stock, the Company determined there were not any additional costs to be recognized.

Notes payable:

As disclosed in Note 67, the Company has issued notes payable to various related parties. The balances of December 31, ~~2014~~2015 and ~~September~~March 3031, ~~2015~~2016, and the activity ~~for~~ for the three months ended ~~September~~March 3031, ~~2015~~2016 follows:

Noteholder		Balance 612/3031/15		Additions		Payments		Sold		Balance 93/3031/1516
HPI Partners (1)	$	10,895	$	—	$	10,700	$	—	$	195
MV Knight (3)	$	8,900	$	—	$	—	$	—	$	8,900
HPI Partners (1)		395		—		—		—		395
Henry Fong (2)		3,000		—		—		—		3,000
HF Services (1)		300		4,300		1,700		—		2,900
SurgLine Int’l (1)		10,672		—		—		—		10,672
Total	$	2423,~~567~~267	$	—4,300	$	101,700	$	—	$	1325,867

The activity for the nine months ended September 30, 2015 is as follows:

Noteholder		Balance 1/1/15		Additions		Payments		Sold		Balance 9/30/15
HPI Partners (1)	$	63,925	$	—	$	63,730	$	—	$	195
AFPW (1)		—		22,000		22,000		—		—
Henry Fong (2)		—		3,000		—		—		3,000
SurgLine Int’l (1)		10,672		—		—		—		10,672
Total	$	74,597	$	25,000	$	85,730	$	—	$	13,867

All of the notes are due on demand and have interest rates of 8% to 10% per annum.

(1)

Mr. Henry Fong, an officer and director of the Company, is also an officer, director or control person of these entities.

(2)

An officer or director of the Company.

(3)

Related to an officer and director of the company

13. Segment reporting:

During the three months ended March 31, 2016 and the year ended December 31, 2015, the Company operated in two reportable segments: Brawnstone and Nova.

Brawnstone, in which the Company owns a 70% interest, is a licensed armed security, private investigation, security technology solution provider and tactical training company servicing active accounts with several Government affiliated HUD housing establishments, schools, and industrial facilities across the Ohio region.

Nova, a wholly owned subsidiary of the Company, was formed to design, market and service credit card products aimed at the sub-prime market consisting mainly of consumers who may not qualify for traditional credit card products. Nova charges a monthly fee on active cards and receives proceeds, if any, from Merrick Bank after their bank charges for servicing the credit cards. The accounting policies of the segments are the same as those described in the Note 1. The Company’s reportable segments are strategic business units that offer products.

For the three months ended March 31, 2016, segment results are as follows:

	Brawnstone		Nova			Corporate			Total
Net Revenues	$	169,753	$	5,333		$	—		$	175,086
Operating costs	$	92,574	$	5,449			—		$	98,023
Selling, general, and administrative	$	59,279		—		$	78,492		$	137,771
Other non-cash items:
Other expense	$	4,979		—		$	574,192		$	579,171
Other income		—		—		$	185,425		$	185,425
Segment income or (loss)	$	12,921	$	(116	)	$	(467,259	)	$	(454,454	)
Segment assets	$	65,306	$	35,403		$	312,393		$	413,102

14. Subsequent events:

From ~~October~~April 1, ~~2015~~2016, through ~~November~~June 1528, ~~2015~~2016, the Company has issued ~~250~~187,~~650~~118,~~293~~250 shares of common stock upon conversion of $127,~~451~~485 of convertible promissory note principal.

Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements.

2425

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

THIS REPORT MAY CONTAIN CERTAIN "FORWARD-LOOKING" STATEMENTS AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR BY THE SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED TO, STATEMENTS CONCERNING THE COMPANY'S OPERATIONS, ECONOMIC PERFORMANCE, FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE OPERATIONAL PLANS, FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS "MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE", "INTENT", "COULD", "ESTIMATE", "MIGHT", OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON THE VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY RELATED TO THE COMPANY'S OPERATIONS, MERGERS OR ACQUISITIONS, GOVERNMENTAL REGULATION, THE VALUE OF THE COMPANY'S ASSETS AND ANY OTHER FACTORS DISCUSSED IN THIS AND OTHER COMPANY FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

GENERAL

FastFunds Financial Corporation (“FFFC”) is a holding company and through January 31, 2006 operated primarily through its wholly-owned subsidiary Chex Services, Inc. (“Chex”). As disclosed in the December 31, ~~2014~~2013 10-K, FFFC also has several other non-operating wholly-owned subsidiaries. FFFC and its subsidiaries are referred to as (the “Company”).

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended December 31, ~~2014~~2015 and ~~2013~~2014. The financial statements presented for the ~~nine~~three months ended ~~September 30~~March 31, 2016 ~~2015~~ and ~~2014~~2015 include FFFC and its subsidiaries.

In light of the foregoing, and the Company’s sale of substantially all of its assets in January 2006, the historical data presented below is not indicative of future results. You should read this information in conjunction with the audited consolidated financial statements of the Company, including the notes to those statements for the year ended December 31, ~~2013~~2015, filed with the SEC on ~~April~~May 1524, ~~2014~~2016, and the following “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”.

The Company’s financial statements for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 have been prepared on a going concern basis, which contemplates the realization of its remaining assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred significant losses since its inception and has a working capital deficit of approximately $1112,~~453~~538,~~150~~649 and an accumulated deficit of approximately $2830,~~453~~271,~~170~~947 as of ~~September~~March 3031, ~~2015~~2016. Moreover, it presently has minimal ongoing business operations or sources of of revenue, and little available resources with which to obtain or develop new operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the Company will have adequate resources to fund future operations or that funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

For the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, net cash used in operating activities was $~~295~~43,~~622~~579 compared to $~~638~~119,~~039~~461 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. Net loss ~~was~~ was $1454,~~160,413~~454 and $1368,~~887,284~~056 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. Included in the net loss for the nine months ended September 30, 2015 was $430,019 for the amortization of debt discounts. The current period loss also included operating expenses of approximately $467,533 and selling, general and administrative, interest expense of $844,707 related to convertible promissory notes and derivative liability income of $113,372 due to the change in fair value of derivative liabilities.

Included in the net loss for the nine months ended September 30, 2014 was $930,542 for the amortization of debt discounts and deferred financing costs related to convertible notes and $106,673 of stock compensation expense related to the issuance of 1,000 shares of Class C preferred stock. The current period loss also included operating expenses of approximately $205,401 and interest expense of $1,403,876 related to convertible promissory notes and convertible debentures. These amounts were partially offset by a credit to derivative liability expense of $54,344 due to the change in fair value of derivative liabilities.26

~~Net~~Included ~~cash used~~ in ~~investing~~the ~~activities~~net loss for the ~~nine~~ ~~months~~three months ended ~~September~~March 3031, ~~2015,~~2016 was ~~solely~~$164,070 for the amortization of debt discounts and deferred financing costs related to ~~the~~convertible ~~Company’s~~notes. The ~~payment~~current period loss also included operating expenses of approximately $~~222~~98,~~000~~023, ininterest ~~cash~~expense ~~for~~of a$137,254 ~~49%~~related ~~minority~~to convertible ~~stake~~promissory notes and convertible debenture, and derivative liability expense of $179,001 due to the change in ~~Pure~~fair ~~Grow~~value ~~LLC~~of derivative liabilities.

~~Net~~Included ~~cash used~~ in ~~investing~~the ~~activities~~net loss for the ~~nine~~ ~~months~~three months ended ~~September~~March 3031, ~~2014~~2015 was $66,217 ~~primarily~~for ~~consisted~~the amortization of andebt ~~advance~~discounts ofand ~~$25,000~~deferred infinancing ~~exchange~~costs ~~for~~related ato ~~note~~convertible ~~receivable~~notes. ~~Additionally,~~ ~~the~~The ~~Company~~current ~~paid~~period loss also included operating expenses of approximately $~~100~~145,~~000~~197, ~~for~~interest ~~the~~expense ~~Brawnstone~~of $191,214 ~~LLC~~related ~~acquisition~~to convertible promissory notes and ~~received~~convertible ~~$133~~debenture,~~806~~ inand ~~cash~~derivative ~~from~~liability expense of $12,150 due to the ~~newly~~change ~~purchased~~in ~~subsidiary~~fair value of derivative liabilities.

25Net cash used in investing activities was zero for the three months ended March 31, 2016 and March 31, 2015.

Net cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 was $~~517~~67,~~670~~798 compared to $~~672~~129,~~295~~510 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. During the ~~nine~~ three months ended ~~September~~March 3031, ~~2015~~2016, the Company received $~~536~~15,~~500~~000 from the issuance of convertible notes, and $274,~~500~~300 from ~~borrowings on~~the issuance of notes ~~and~~payable ~~loans~~related parties. The Company repaid $73,102 of notes payable ~~from~~($20,791 related parties,) and paid $~~117~~9,~~100~~500 ~~from~~of deferred financing fees. During the ~~issuance~~three ofmonths ~~notes~~ended ~~payable~~March to31, ~~third~~2015, ~~parties.~~the ~~The~~Company ~~company repaid~~received $~~163~~50,~~430~~000 from the issuance of convertible notes and ~~payable ($88~~112,~~036~~800 from the issuance of notes payable related parties).

~~During~~For the ~~nine~~three months ended ~~September~~March 3031, 2016, ~~2014~~cash and cash equivalents increased by $24,219 ~~the~~compared ~~Company~~to ~~received~~an increase of $~~672~~10,~~295~~049 ~~from~~for the ~~issuance~~three ofmonths ~~convertible~~ended ~~notes~~March 31, 2015. Ending cash and cash equivalents at March 31, 2016 was $33,440 compared to $13,415 at March 31, 2015.

For the nine months ended September 30, 2015, cash and cash equivalents increased by $48 compared to an increase of $43,062 for the nine months ended September 30, 2014. Ending cash and cash equivalents at September 30, 2015 was $3,415 compared to $45,119 at September 30, 2014.

We have limited cash and cash equivalents on hand and need to raise funds to continue to be able to support our operating expenses and to meet our other obligations as they become due.

REVENUES

Total revenues for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2015~~2016 were $~~203~~175,~~619~~086 ~~and $605,889~~ compared to ~~$235,560~~ ~~and~~ $~~249~~207,~~926~~975 for the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2014~~2015. Revenues in the three ~~and nine~~ month periods ended March ~~September 30~~31, ~~2015~~2016 and ~~September~~March 3031, ~~2014~~2015 consist of Brawnstone sales revenue and of credit card income on Nova’s remaining portfolio.

OPERATING EXPENSES

Operating expenses for the three ~~and nine~~ months ended March ~~September 30~~31, ~~2015~~2016, were $~~194~~98,~~424~~023 ~~and $467,533, respectively~~ compared to $~~193~~145,~~174~~197 ~~and $205,401~~ for the three ~~and nine~~ months ~~ended~~ ~~September 30, 2014. Operating expenses incurred during the three and nine month periods~~ ended ~~September~~March 3031, 2015. ~~and~~Expenses ~~September 30, 2014~~ were primarily comprised of the Brawnstone subsidiary’s cost of sales as well as third party servicing fees of Nova’s remaining credit card portfolio.

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

Corporate operating expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 were $~~139~~227,~~316~~470 ~~and $518,662~~ compared to $~~235~~227,~~675~~470 ~~and $582,277~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015, respectively. The expenses were comprised of the following:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2015

2014

2015

2014

2016

2015

Accounting and legal

310,~~038~~000

82,~~190~~927

~~6,715~~

~~37,339~~

Stock compensation expense

—

~~106,673~~

Management and director fees

37,500

~~112,500~~

~~75,000~~

Consulting and other professional

2614,~~579~~230

7827,~~500~~434

~~109,807~~

~~202,925~~

Transfer agent and filing fees

21,~~402~~348

103,~~270~~980

~~12,276~~

~~22,027~~

Other

6974,~~797~~693

~~101~~155,~~215~~629

~~277,366~~

~~138,313~~

~~139~~137,~~316~~771

~~235~~227,~~675~~470

~~518,662~~

~~582,277~~

Effective October 1, 2012, the Company has agreed to compensate Mr. Fong $5,000 each per month for services being provided. On June 1, 2014, the Company increased Mr. Fong’s monthly compensation to $12,500 (management and director fees). Included in three and nine months ended September 30, 2015, were accounting and auditing fees of $3,038 and $6,715, respectively. Included in three and nine months ended September 30, 2014, were accounting and auditing fees of $8,190 and $37,339, respectively. Stock compensation expense is as a result of 1,000 shares of Class C preferred stock issued to Mr. Fong.27

~~Consulting~~Effective ~~and~~October ~~other professional fees decreased for the three and nine months periods ended September 30~~1, ~~2015~~2012, ~~compared to~~ the ~~three~~Company ~~and~~has agreed ~~nine~~to ~~months~~compensate ~~ended September 30, 2014~~Mr. ~~The~~ ~~current~~Fong ~~period expenses included 8~~$5,~~250~~000 ~~(three~~each ~~months)~~per ~~and~~month ~~$48,710~~for ~~(nine~~services ~~months)~~being inprovided. ~~consulting~~On ~~fees,~~June $61,~~594~~ ~~(three months) and $14~~2014,~~798~~ ~~(nine~~the ~~months)~~Company asincreased ~~part~~Mr. ~~of a marketing agreement to increase the Company~~Fong’s monthly ~~social~~compensation ~~media~~to ~~presence,~~ $212,~~420~~500 (~~three~~management ~~months)~~ and ~~$6,375~~director ~~(nine months~~fees). Included in ~~investor relations costs and $9,315 (~~three months) ~~and~~ended ~~$39~~March 31,~~924~~ ~~(nine~~2016 ~~months)~~were inaccounting ~~additional outside~~and ~~consulting~~auditing fees of 10,000.

Consulting and other professional fees ~~for~~decreased for the three ~~and~~months ~~nine~~period ~~month periods~~ ended ~~September~~March 3031, ~~2014~~2016 ~~included~~compared ~~$23,000 (three months) and $47,175 (nine months) of costs related~~ to ~~Cannabis Angel initiatives, $12,000 (nine months) as part of a marketing agreement to increase~~ the ~~Company’s social media presence, $2,750 (~~three months) ~~and~~period ~~$58,000~~ended ~~(nine~~March ~~months) in investor relations costs and $52~~31,~~750~~ ~~(three~~2015 ~~months)~~due ~~and~~to ~~85,750~~a ~~(nine months)~~slowdown ~~in additional outside consulting fees. The 2013 periods include consulting expenses~~ of ~~$19,712 (nine months) and transfer~~ ~~agent~~activity ~~fees~~related ofto ~~$2,874~~financing ~~(three~~activities ~~months)~~generated ~~and~~by ~~$7,997~~the ~~(nine~~corporate ~~months)~~unit.

26Consulting and other professional fees for the three months ended March 31, 2016 included $11,345 in outside consulting fees and $2,885 investor relations costs.

~~General~~The ~~and~~March ~~other administrative costs for the three and nine months ended September 30~~31, 2015 ~~were~~expenses ~~$69,797~~included ~~and~~ $~~277~~6,~~366,~~500 in ~~respectively,~~consulting ~~compared to $101~~fees,~~215~~ ~~and~~ $~~138~~3,~~313, respectively~~204 ~~for~~as ~~the~~part ~~three~~of ~~and~~a ~~nine~~marketing ~~months~~agreement ~~ended~~to ~~September~~increase ~~30, 2014. Expenses for~~ the ~~nine~~Company’s ~~months~~social ~~ended~~media ~~September 30~~presence, ~~2015 include rent expense of~~ $3,~~982~~955 ~~(three~~in ~~months) and $11,222 (nine months), travel expense of $1,047 (three months) and $6,842 (nine months),~~investor ~~royalty~~relations ~~fees~~costs ~~of $15,000 (three months)~~ and $3013,~~000~~775 ~~(nine~~in ~~months)~~additional ~~and~~outside ~~Brawnstone~~consulting ~~specific operating costs of $24,637 (three months) and $211,403 (nine months)~~fees.

~~Expenses~~The decrease in transfer agent and filing fees costs for the ~~nine~~three months ended ~~September 30~~March 31, ~~2014~~2016, ~~include~~compared ~~rent~~to ~~expense~~the ~~of $3,619 (~~three months) ~~and~~ended ~~$23~~March 31,~~843~~ ~~(nine months)~~2015, ~~travel~~were ~~expense~~related ofto ~~$2,027~~State ~~(three~~of ~~months)~~Nevada costs ~~and~~for ~~$11,950 (nine~~increasing ~~months),~~the ~~internet~~authorized ~~expenses~~shares of ~~$9,160~~common ~~(nine~~stock ~~months),~~as ~~moving~~well ~~expense~~as oftransfer ~~$3,800~~agent ~~(nine~~costs ~~months),~~for ~~and~~the ~~Brawnstone’s~~issuance ~~operating costs~~of shares of ~~93,388~~common stock ~~(three~~upon ~~and~~conversion ~~nine~~of ~~months)~~debentures.

General and other administrative costs for the three months ended March 31, 2016 were $137,771 compared to $227,470 for the three months ended March 31, 2015.

Included in the expenses for the three months ended March 31, 2016 were rent expense of $3,982, travel expense of $2,060, royalty fees of $15,000, office supplies of $3,310, and Brawnstone’s operating costs of $59,279.

Expenses for the three months ended March 31, 2015 include rent expense of $3,620, travel expense of $4,114, royalty fees of $15,000, office supplies of $2,718, and Brawnstone’s operating costs of $86,899 .

OTHER INCOME (EXPENSE)

Other expense, net for the three ~~and~~months ~~nine~~ended March 31, 2016 was $393,746 compared to $203,364 for the three months ended ~~September~~March 3031, 2015. The three ~~was~~months ~~$232~~periods ended March 31,~~756~~ 2016 and ~~$780~~March 31,~~107~~ ~~respectively~~2015, ~~compared~~included toderivative liability expenses of $~~570~~179,~~124~~001 and $112,~~349~~150,~~532~~ ~~for~~respectively. The March 31, 2016 expense amount is offset by a gain from the ~~three~~sale ~~and~~of ~~nine~~a ~~months ended~~long-term ~~September~~asset ~~30,~~totaling ~~2014~~$185, ~~respectively~~425.

The three and nine months ended September 30, 2015, included derivative liability income of $189,140 and $113,372 respectively mainly due to the initial derivative income recognized as a consequence of the issuance of convertible debentures. Interest expense for ~~the~~each ~~three~~of ~~and~~the ~~nine month~~ periods ~~totaled~~is ~~$373,124 and $844,707, respectively. Loss from unconsolidated investee, Pure Grow, recognized~~ as ~~a result of equity method accounting for an investee, totaled $48,772 for the three and nine month periods ending September 30, 2015.~~follows:

The three and nine months ended September 30, 2014, included derivative liability income of $13,229 and $54,344. The debit was predominantly a result of the change in fair value of the conversion features in the Typenex note of $86,292 for the three and nine months ended September 30, 2014, based on the Black Scholes valuation as of September 30, 2014.

	Three months ended March 31,
	2016		2015
Interest on face value	$	228,627	$	125,097
Amortization of note and OID discounts		158,091		60,859
Amortization deferred financing costs		5,979		5,358
Total	$	392,697	$	191,214

CONTRACTUAL OBLIGATIONS

Not Applicable

CRITICAL ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in more detail in our ~~2014~~2015 Annual Report on Form 10-K.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

As of the date of this report, there are no recent accounting pronouncements that have not yet been adopted that we believe would have a material impact on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

The Company maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were not effective due to a control deficiency. During the period the Company did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company, we are unable to remediate this deficiency until we acquire or merge with another company.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~September~~March 3031, ~~2015~~2016, there were no changes in the Company's internal control over financial reporting (as ~~defined~~ defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2729

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Refer to Note 6 of the Condensed Consolidated Financial Statements

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~nine~~three months ended ~~September~~March 3031, ~~2015,~~ 2016, the Company issued 1,~~528~~752,~~259~~510,~~323~~136 shares of common stock upon the conversion of $~~295~~57,~~257~~079 of debentures payable, ~~and~~ $62,~~752~~ 637 of accrued and unpaid interest and $11,502 of outstanding warrant shares. The shares were issued at approximately $0.~~0001~~00005 per share.

Item 3.

Defaults upon Senior Securities

None.

Item 4. ~~Other~~ ~~Information~~Mine Safety Disclosure

None.

Item 5. ~~Exhibits~~ Other Information

None.

Item 6.

Exhibits

Exhibit Number	Description

31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

32.1	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

2830

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.

	FastFunds Financial Corporation
	(Registrant)
Date: November 19, 2015	By: /s/ Henry Fong
Date: June 29, 2016	By: /s/ Henry Fong
	Henry Fong
	Chief Executive Officer

2931

Filing Compare · FASTFUNDS FINANCIAL CORP