SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported):
January 27, 2005 (January 25, 2005)
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
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Effective Tuesday, January 25, 2005, FastFunds Financial Corporation
(the "Company") has terminated the certain Stock Purchase Agreement (the "Stock
Purchase Agreement"), Escrow Agreement ("Escrow Agreement") and Registration
Rights Agreement ("Registration Rights Agreement") (collectively the
"Agreements") with Seaside Investments PLC ("Seaside") as reported in a Current
Report on Form 8-K dated August 30, 2004 under Item 1.01.
Pursuant to the Stock Purchase Agreement, the Company had agreed to
sell and issue, subject to certain conditions, 800,000 shares of its common
stock to Seaside in a private placement exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
In addition to the 800,000 common shares, the Company was to issue 40,000 common
shares to a third party in connection with advisory services. In exchange, the
Company was to receive ordinary (i.e., common) shares of Seaside (less five
percent of such shares which were to be payable directly to the third-party
investment advisor). As a condition to the effectiveness of the transaction and
the Company's obligation to issue shares, Seaside was required to have its
ordinary shares listed for trading on the London Stock Exchange. The Company has
terminated the Agreements due to the failure by Seaside to effectuate the
listing of these shares as required.
The Company incurred no early termination penalties as a result of the
termination of the Agreements and all shares issued and held in escrow pending
closing of the transaction will be cancelled and returned to the authorized but
unissued shares of common stock of the Company.
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: January 27, 2005 By:/s/ Ijaz Anwar
-----------------------------------
Ijaz Anwar, Chief Financial Officer