CURRENT REPORT ON FORM 8-K DATED 2/3/2006
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
30, 2006
FastFunds
Financial Corporation
(Exact
name of registrant as specified in charter)
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Nevada
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333-1026D
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87-0425514
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(IRS
employer identification number)
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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
n/a
(Former
name or former address, if changed since last report)
Item
1.01. Entry
into a Material Definitive Agreement.
On
January 30, 2006, the board of directors of FastFunds Financial Corporation
(“FastFunds” or “Registrant”) authorized and approved the issuance of common
stock pursuant to an oral agreement by and between FastFunds and its majority
shareholder, Equitex, Inc. (“Equitex”), as described in Item 3.02 below, the
disclosures of which are hereby incorporated by reference into this
Item.
Item
3.02. Unregistered
Sales of Equity Securities.
On
January 30, 2006, FastFunds issued to Equitex 4,717,344 shares of the
Registrant’s $0.001 par value common stock (the “Exchange Shares”) in exchange
for the conversion of an outstanding note payable with accrued interest totaling
$3,905,961. The shares were valued at $0.868 per share which represents a 10%
discount to the closing sale price for the Registrant’s common stock of $0.92 on
the conversion date. As a result of this transaction, Equitex’s ownership in
FastFunds increased from 7,700,000 common shares or approximately 73% of the
outstanding common stock to 12,417,344 shares or approximately 81% of the
outstanding common stock.
FastFunds
offered and sold the Exchange Shares in reliance on an exemption from
registration under Sections 4(2) and 4(6) of the Securities Act of 1933, as
amended (the “Securities Act”) and Regulation D promulgated thereunder, for
offers and sales of securities that do not involve a public offering. The
Exchange Shares may not be offered or sold in United States absent registration
or an applicable exemption from registration requirements.
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.
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FASTFUNDS
FINANCIAL CORPORATION
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Date:
February 3, 2006
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By:
/s/
Ijaz Anwar
Ijaz
Anwar, Chief
Financial Officer
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