SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported):
December 21, 2004 (December 15, 2004)
FASTFUNDS FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
Nevada 333-1026D 87-0425514
(State or other (Commission file number) (IRS employer
jurisdiction of identification number)
incorporation)
11100 Wayzata Boulevard, Suite 111
Minnetonka, MN 55305
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (952) 541-0455
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 16, 2004, FastFunds Financial Corporation (the "Company")
entered into Purchase Agreements with certain accredited investors (the
"Purchase Agreements"). Under the Purchase Agreements, the Company has agreed to
issue unsecured convertible notes having an aggregate principal balance of
$2,000,000 (the "Convertible Notes"), together with five-year warrants to
purchase an aggregate of 2,000,000 shares of the Company's common stock at a
per-share purchase price of $2.00 (the "Warrants"), in consideration of the
investors' loans to the Company in the aggregate amount of $2,000,000. Each
Convertible Note issued will bear interest at 9.5% PER ANNUM, and be due and
payable upon the demand at any time from and after nine months from its date of
issuance (the "Maturity Date"). After the Maturity Date, and for a period of
three years thereafter, any amount of principal or interest due under any
Convertible Note may be converted at the holder's option into the Company's
common stock at a conversion price of $1.00 per share. Investors in the
above-described private placement are affiliates of MBC Global, LLC ("MBC
Global").
ITEM 3.02 RECENT SALE OF UNREGISTERED SECURITIES
On December 16, 2004, the Company entered into the Purchase Agreements
with certain accredited investors. Under the Purchase Agreements, the Company
has agreed to issue the above-described unsecured Convertible Notes together
with the above-described Warrants in consideration of the investors' loans to
the Company in the aggregate amount of $2,000,000. As indicated above, each
Convertible Note issued will bear interest at 9.5% PER ANNUM, and be due and
payable upon the demand at any time from and after its respective Maturity Date.
After such date, and for a period of three years thereafter, any amount of
principal or interest due under any Convertible Note is convertible into the
Company's common stock at a conversion price of $1.00 per share. MBC Global
received a commission in connection with the private placement offering.
The Company offered and sold the Convertible Notes and Warrants in
reliance on an exemption from registration for offers and sales of securities
that do not involve a public offering. This offering was not registered under
the Securities Act of 1933, as amended, and neither the Convertible Notes, the
Warrants nor the common stock underlying such Convertible Notes and Warrants may
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FASTFUNDS FINANCIAL CORPORATION
Date: December 21, 2004 By: /s/ Ijaz Anwar
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Ijaz Anwar, CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
10.1 Form of Purchase Agreement dated December 16, 2004, by and between
FastFunds Financial Corporation and investors.
10.2 Form of Convertible Note dated December 16, 2004, delivered by
FastFunds Financial Corporation in favor of investors.
10.3 Form of Warrant dated December 16, 2004, issued to investors.