UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 30, 2016

FASTFUNDS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-33053				87-0425514
(Commission File Number)				(IRS Employer Identification No.)


319 Clematis Street, Suite 400, West Palm Beach, FL				33401
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (561) 514-9042

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward Looking Statements

This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.

Item 7.01

Regulation FD Disclosure

On June 30, 2016, FastFunds Financial Corporation (“FFFC”) issued a convertible promissory note dated June 30, 2016 that netted FFFC $189,559 in financing. FFFC intends to use the proceeds from this financing for general working capital and to fund the development of corporate initiatives relating to its business plan.

The terms of this financing agreed upon with the individual investor is described in the below items.

Item 1.01

Entry into a Material Definitive Agreement

Convertible Promissory Note to CareBourn Capital, L.P.

On June 30, 2016, FastFunds Financial Corporation (“FFFC”) and its operating subsidiary Brawnstone Security, LLC (“Brawnstone”) together issued a Convertible Promissory Note dated June 30, 2016 (“Note”) in the principal amount of $224,318 with an interest rate of 12% per annum pursuant to the terms of the Senior Secured Convertible Promissory Note among FFFC, a Nevada corporation, its operating subsidiary, Brawnstone, an Ohio Limited Liability Company and CareBourn Capital, L.P., a Delaware Limited Partnership (“CareBourn”) (the “Note”). The CareBourn Note matures on November 30, 2017 (“Maturity Date”).

The Note requires daily payments of principal and interest of $750. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid.

The Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the average of the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

The Corporation’s obligations under the Note are secured by all of the outstanding shares of FFFC’s Series C Preferred Stock held by its President, Henry Fong. The Series C Preferred provides Mr. Fong or his assigns Super Majority Voting Rights. As a result, Mr. Fong exercises majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of the Company’s assets, and also the power to prevent or cause a change in control. A change in control of the Corporation would occur in the event a default is called pursuant to the terms of the Note and if the Series C shares are transferred to CareBourn.

FFFC claims an exemption from the registration requirements of the Securities Act of 1933, as amended (“Act”), for the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering. CareBourn is an accredited investor, CareBourn had access to information about FFFC and its investment, CareBourn took the securities for investment and not resale, and FFFC took appropriate measures to restrict the transfer of the securities.

The foregoing descriptions of the CareBourn Agreement are qualified in their entirety by reference to such Promissory Note, which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.03

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

Item 3.02

Unregistered Sales of Equity Securities

The disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

Item 5.01

Changes in Control of Registrant

The disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

Item 9.01

Financial Statement and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

10.1

Senior Secured Convertible Promissory Note by and among FastFunds Financial Corporation, Brawnstone Security, LLC and CareBourn Capital, L.P. dated June 30, 2016. Filed herewith.

SIGNATURES

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

Dated: July 11, 2016	FASTFUNDS FINANCIAL CORPORATION

	By:	/s/ Henry Fong
		Henry Fong Chief Executive Officer

FASTFUNDS FINANCIAL CORP 8-K