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) July 9, 2014

 

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)

 

(561) 514-9042

Registrant’s telephone number, including area code

 

 

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))

 

 
 

Item 5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal Year.

 

On July 9, 2014, the Company filed an amendment to its’ Articles of Incorporation with the Nevada Secretary of State so that the number of directors comprising the board of directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Corporation and the Nevada Revised Statutes; except that at no time shall there be less than one (1) nor more than five (5) directors. The name of the person serving as the director of the Company until the next annual meeting of shareholders and until his successor is duly elected and qualified is Henry Fong.

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 - Financial Statements and Exhibits

  

A copy of the Certificate of Amendment that was filed with the Nevada Secretary of State on July 9, 2014 is attached hereto as Exhibit 3.1 of this Report and is incorporated by reference herein.

 

Exhibit

Number

   Description
3.1   Certificate of Amendment to Articles of Incorporation

 
 

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 17, 2014 FASTFUNDS FINANCIAL CORPORATION
     
  By: /s/ Henry Fong
   

Henry Fong

Chief Executive Officer

 



Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

THE ARTICLES OF INCORPORATION

OF

FASTFUNDS FINANCIAL CORPORATION

 

 

 

Pursuance to NRS 78.390 of the Nevada Business Corporations Act, FastFunds Financial Corporation, (the “Corporation”) adopts the following Amendment to its Articles of Incorporation.

 

FIRST:

The following amendment to its Articles of Incorporation were adopted by a majority vote of the shareholders of the Corporation on July 7, 2014 in the manner prescribed by Nevada Law:

 

 

SECOND:

The Articles of Incorporation of the Company shall be amended as follows:

 

ARTICLE X1

DIRECTORS

 

The number of directors comprising the board of directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Corporation and the Nevada Revised Statutes; except that at no time shall there be less than one (1) nor more than five (5) directors. The name and address of the person who is to serve as director until the next annual meeting of shareholders and until his successor is duly elected and qualified is as follows:

 

Name  Address
Henry Fong  319 Clematis Street, Suite 400
  West Palm Beach, Florida 33401

 

 
 

 

 

THIRD:

 

The number of shares of the corporation outstanding and entitled to vote at the time of the adoption of said amendment was 9,199,926,253 of which 4,507,963,864 were represented by the common shares of the Corporation outstanding on that date and 4,691,962,389 were represented by the common share equivalents represented by the holders of the Company’s Class C Preferred Stock.

 

FOURTH:

 

The number of shares voted for such amendment and restatement was 4,691,962,389 or 51% and the number voted against such amendment was 0 or 0%.

 

 

 

DATED:  July 9, 2014

FASTFUNDS FINANCIAL CORPORATION

 

 

Henry Fong, Chief Executive Officer