UNITED STATES

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): July 24, 2014 (July 23, 2014)

 

FastFunds Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

Nevada		000-33053		87-0425514
(State or other jurisdiction of incorporation)		(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

 

(Former name or former address, if changed since last report.)

 

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:

 

☐	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 1.01. Entry into a Material Definitive Agreement.

 

On July 24, 2014, FastFunds Financial Corporation (“FFFC”) announced the closing of a purchase agreement with Ohio-based Brawnstone Security, LLC (“Brawnstone”). Under the terms of the purchase agreement, FFFC, through its subsidiaries, now owns a 70% interest in Brawnstone. The purchase price, disclosed in the Membership Interest Purchase Agreement and Assignment of Membership Interest Agreement, attached as exhibits on Form 8-K, dated July 23, 2014, was $160,000.

 

Item 7.01. Regulation FD Disclosure.

On July 24, 2014, FastFunds Financial Corporation (“FFFC”) issued a press release announcing the closing of a Purchase Agreement pertaining to Brawnstone Security, LLC. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor is it subject to the liabilities of that section or deemed incorporated by reference into any filing made by FFFC under the Exchange Act or the Securities Act of 1933, as amended.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Current Report on Form 8-K and the exhibits filed herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements include, without limitation, satisfaction of the conditions to the closing of the Acquisition and the possibility that the Acquisition will not close; timing of the completion of the proposed Acquisition; and FastFunds’ plans for financing the Acquisition. Forward-looking statements are based upon FastFunds’ current belief as to the outcome and timing of future events. While FastFunds believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting FastFunds will be those that FastFunds currently anticipates. All subsequent written and oral forward-looking statements concerning FastFunds, the proposed transactions or other matters and attributable to FastFunds or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in operating risks, liquidity risks, legislative developments and other risk factors and known trends and uncertainties as described in FastFunds’ Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities Exchange Commission. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, FastFunds’ actual results and plans could differ materially from those expressed in the forward-looking statements. FastFunds undertakes no obligation to update or revise forward-looking statements whether to reflect changed assumptions, or as a result of new information, the occurrence of unanticipated events or changes to future operating results over time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

 

Exhibit Number		Description of the Exhibit
99.1		Press release, dated July 24, 2014, announcing the closing of Purchase Agreement.

 

  

 

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 hereunto duly authorized.

FASTFUNDS FINANCIAL CORPORATION
By:	/s/ Henry Fong
	Henry Fong
	Chief Executive Officer

Dated: July 24, 2014

 

 

 

Exhibit 99.1

 

FastFunds Financial Corporation Announces the Closing of Revenue Producing Security Company with Government and State Affiliated Contracts and Plans for Rollout of Services into Cannabis Market

 

FastFunds Financial Corporation ("FastFunds" or the "Company") (OTC Pink: FFFC) and its wholly-owned subsidiaries, Cannabis Angel, Inc., and The 420 Development Corporation, announce the closing of the Brawnstone Security, LLC (“Brawnstone”) acquisition. Brawnstone is a licensed armed security, private investigation, security technology solution provider and tactical training company servicing active accounts with several Government affiliated HUD housing establishments, schools, and industrial facilities across the Ohio region. The unaudited financial statements furnished by Brawnstone, and based on management’s opinion, show a projected revenue run rate exceeding $1 million for 2014.

Additional information pertaining to Brawnstone can be found on their websites at:

 

http://www.brawnstone.com/

http://www.urbancombatacademy.com/

 

The Company is pleased to announce that all requirements of the due-diligence process have been met, and therefore the closing of this transaction has been finalized. The Company would like to extend its utmost gratitude to the management and staff of Brawnstone for working diligently to complete this transaction in a timely fashion.

 

As previously mentioned in a July 22, 2014 press release, management and staff of the Company are working towards transitioning part of Brawnstone’s existing marketing efforts towards securing a client base within the cannabis industry. Over the next several years, as legalization takes effect in several other States, the Company hopes to position itself as a major competitor within the industry by offering solutions to businesses competing within the cannabis industry, such as armed security and asset protection. Details of this planned roll out will be released to shareholders of the Company in the coming weeks as developments materialize.

 

“We are pleased to have completed the acquisition of Brawnstone. The closing of this transaction brings us one step closer to realizing our vision behind the formation of The 420 Development Corporation. Our positioning and strategy moving forward as a going concern demonstrates our ability to maximize shareholder value. Our goal in continuing to acquire operational, revenue producing companies with sustainable long-term business models, and transitioning their existing operations and marketing efforts towards the cannabis industry, will solidify our position within this space for years to come. The vertical markets that we are concentrating on are necessary components to all businesses competing within the cannabis market, and the completion of the Brawnstone acquisition will leverage our ability to move forward and capture a controlling interest in companies that fit our core areas of focus,” commented Mr. Henry Fong, President and CEO of FastFunds Financial Corporation.

 

“We are excited to have completed this transaction with FastFunds. Being part of a public company will provide us the financing we need to grow our existing business and also compete within the cannabis industry. We’ve built a solid business with leading industry professionals being part of our team. We look forward to working with the management and staff of FastFunds to capitalize on these tremendous opportunities moving forward,” commented Mr. Daniel Unsworth, President and Founder of Brawnstone Security, LLC.

 

Shareholders of the Company can expect to receive regular updates pertaining to these and other developments in the coming weeks.

 

About FastFunds Financial Corporation

FastFunds Financial Corporation is a holding company that is publicly traded on the Pink Sheets exchange, under the symbol "FFFC." The Company currently operates in the financial services industry segment with a single credit card services portfolio. The Company is currently seeking new business opportunities to diversify and complement its current services and products, to enhance its technical capabilities and to offer growth opportunities to its stockholders. The Company recently announced the formation of Cannabis Angel, Inc., a company involved in providing financing alternatives, corporate finance and general management consulting services to early-stage cannabis companies and related ventures. Most recently, the Company developed and launched GreenEnergyMedia.TV. This new website acts as an interactive social media hub that caters exclusively to providing the medical and recreational marijuana communities with access to several hundred news and social media feeds in real-time. 

FORWARD-LOOKING STATEMENTS

This news release may include "forward-looking statements" regarding FastFunds Financial Corporation, and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where FastFunds Financial Corporation expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. FastFunds Financial Corporation does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For Further Information Please Contact:
FastFunds Financial Corporation & Cannabis Angel, Inc.
Mr. Henry Fong
President and Chief Executive Officer
Phone: (561) 514-9042