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: December 1, 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.

 

FastFunds Financial Corporation (“FFFC” or the “Company”) entered into a consulting agreement with Nevada-based Chongson, Inc. and Soren Holdings & Marketing, Inc. The terms of the consulting agreement were agreed upon on November 19, 2014 and all aspects of the agreement were finalized on December 1, 2014 pertaining to the marketing and distribution of products and services relating to the cannabis industry. These products and services are directly related to efforts made in developing and integrating a complete marketing strategy pertaining to the Cannabis GreenCard, and/or other products and services that might come available as prospective opportunities throughout the duration of this agreement. The scope of services will include the preparation of marketing collateral that will be used to promote the Cannabis GreenCard in medical and recreational cannabis dispensaries, initially in the Colorado, Washington State and California regions.

 

 

Item 7.01. Regulation FD Disclosure.

FastFunds Financial Corporation (“FFFC” or the “Company”) entered into a consulting agreement with Nevada-based Chongson, Inc. and Soren Holdings & Marketing, Inc. The terms of the consulting agreement were agreed upon on November 19, 2014 and all aspects of the agreement were finalized on December 1, 2014 pertaining to the marketing and distribution of products and services relating to the cannabis industry. A copy of the consulting agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The consulting agreement 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 September 30, 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   Consulting 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: December 1, 2014

 



Exhibit 99.1

 

CONSULTING AGREEMENT

 

 

THIS AGREEMENT made as of the 19th day of November, 2014 (the “Effective Date”).

 

BETWEEN:

FastFunds Financial Corporation

(Hereinafter referred to as “FFFC” or “FastFunds”)

-and-

Chongson, Inc.

(Hereinafter referred to as “Chongson”)

This document serves as a letter of agreement between FastFunds Financial Corporation (a corporation, organized in Nevada, with its principal offices based in West Palm Beach, Florida) and Chongson, Inc. (a corporation, with its principal offices based in Reno, Nevada).

The terms of this agreement, outlined herein, are effective immediately upon execution, during which time Chongson will perform the services outlined below, and FFFC will compensate Chongson for the services, according to the compensation schedule outlined below. The consulting agreement will continue, unless mutually terminated by both parties.

 Scope of Services

Chongson shall provide FastFunds with certain specialized expertise relating to marketing and distribution of products and services relating to the cannabis industry. These products and services are directly related to efforts made in developing and integrating a complete marketing strategy pertaining to the Cannabis Green Card, and/or other products and services that might come available as prospective opportunities throughout the duration of this agreement. The scope of services will also include the preparation of marketing collateral that will be used to promote the Cannabis Green Card in medical and recreational cannabis dispensaries, initially in the Colorado, Washington State and California region. The marketing and distribution channel campaign that will be developed by Soren Holdings & Marketing, Inc. shall also be applicable to an online marketing initiative that will be part of an ongoing strategy to increase awareness of the products and services being offered by FastFunds, in affiliation with Chongson.

 
 

Compensation Schedule

FastFunds agrees to the following compensation schedule:

 

Upon execution of this agreement, FastFunds agrees to compensate the beneficiaries included in “Schedule A” of this agreement with cashless warrants equivalent to 4.9% of FastFunds Financial Corporation (OTC Pink: FFFC). The warrants can be exercised for a period of three (3) years beginning as of the 19th day of November, 2014 and are exercisable at Par Value. The warrants expire at Midnight (EST) on November 19th, 2017.

  

Confidential Information

(a) As used herein the words “Confidential Information” include:
     
  (i) such information as a director, officer or senior employee of FFFC may, from time to time, advise Chongson as being included in the expression “Confidential Information”;
     
  (ii) any secret or trade secret of FFFC or any other information relating to FFFC or to any person, firm, or other entity with which FFFC does business, which is not known to persons outside of FFFC, including without limitation, the commission of or results from any business conducted or authorized by FFFC or its agents in connection with the FFFC operational business.

 

Assignment

Chongson shall not assign, transfer, sub-contract, or pledge this Agreement or any rights or the performance of any obligation arising under this Agreement, without the prior written consent of FFFC.

The execution of this Agreement and the transmission thereof by facsimile, electronic mail, or other electronic means, shall be binding on the parties signing and transmitting same fully and to the same extent as if a counterpart of this Agreement bearing such party’s original signature had been delivered.