Amended Statement of Ownership (sc 13g/a)
May 07 2015 - 3:49PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
FastFunds
Financial Corporation |
(Name
of Issuer) |
Common
Stock |
(Title
of Class of Securities) |
Carebourn
Capital, L.P.
8700
Blackoaks Lane North
Maple
Grove, MN 55311
612-889-2418
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
4, 2015
(Date
of Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[X] Rule
13d-1(c)
[ ]
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 31188E108 |
|
13G |
|
Page
2 of 6 Pages |
1. |
|
NAMES
OF REPORTING PERSONS |
|
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Carebourn Capital,
L.P. |
|
|
EIN #26-4658563 |
2. |
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
|
|
(see instructions) |
|
|
(a) [ ] |
|
|
(b) [ ] |
3. |
|
SEC USE ONLY |
|
|
|
4. |
|
CITIZENSHIP OR
PLACE OF ORGANIZATION |
|
|
|
|
|
United States
of America, State of Minnesota |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER |
|
|
|
|
|
|
|
5,449,910 |
|
6. |
|
SHARED
VOTING POWER |
|
|
|
|
|
|
|
0 |
|
7. |
|
SOLE
DISPOSITIVE POWER |
|
|
|
|
|
|
|
5,449,910 |
|
8. |
|
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
|
|
0 |
9. |
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
10,249,910 |
10. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
(see instructions)
[ ] |
|
|
|
11. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
9.2% (based on
111,222,662 shares of common stock outstanding as of May 7, 2015) |
12. |
|
TYPE OF REPORTING
PERSON (see instructions) |
|
|
|
|
|
Accredited Investor |
CUSIP
No. 31188E108 |
|
13G |
|
Page
3 of 6 Pages |
1. |
|
NAMES
OF REPORTING PERSONS |
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
Carebourn
Partners, LLC |
|
|
EIN
#26-4658625 |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(see
instructions) |
|
|
(a)
[ ] |
|
|
(b)
[ ] |
3. |
|
SEC USE ONLY |
|
|
|
4. |
|
CITIZENSHIP OR
PLACE OF ORGANIZATION |
|
|
|
|
|
United
States of America, State of Minnesota |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER |
|
|
|
|
|
|
|
4,800,000 |
|
6. |
|
SHARED
VOTING POWER |
|
|
|
|
|
|
|
0 |
|
7. |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
4,800,000 |
|
8. |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
10,249,910 |
10. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
(see instructions)
[ ] |
|
|
|
11. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
9.2% (based on
111,222,662 shares of common stock outstanding as of May 7, 2015) |
12. |
|
TYPE OF REPORTING
PERSON (see instructions) |
|
|
|
|
|
Accredited Investor |
CUSIP No. 31188E108 |
|
13G |
|
Page
4 of 6 Pages |
Item
1.
|
(a) |
Name
of Issuer |
|
|
FastFunds Financial
Corporation |
|
|
|
|
(b) |
Address of Issuer’s
Principal Executive Offices |
|
|
319 Clematis Street,
Suite 400, West Palm Beach, FL 33401 |
Item
2.
|
(a) |
Name
of Person Filing |
|
|
|
|
|
(1)
Carebourn Capital, L.P. |
|
|
(2)
Carebourn Partners, LLC |
|
|
|
|
|
This Schedule
13G/A is filed by Carebourn Capital, L.P., on behalf of all of the above persons pursuant to Rule 13d-1(k). Attached is an
agreement in writing among the above persons that this Schedule 13G/A be so filed on behalf of each of them. For a further
description on the relationship between the above persons, see Item 4(a) of this report. |
|
|
|
|
(b) |
Address of the
Principal Office or, if none, residence |
|
|
|
|
|
All reporting
persons may be contacted at: |
|
|
|
|
|
8700 Blackoaks
Lane North, Maple Grove, Minnesota 55311 |
|
|
|
|
(c) |
Citizenship |
|
|
United States
of America |
|
|
|
|
(d) |
Title of Class
of Securities |
|
|
Common Stock |
|
|
|
|
(e) |
CUSIP Number |
|
|
31188E108 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
(a) |
[ ] |
Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
[ ] |
Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
[ ] |
Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
[ ] |
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
[ ] |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
[ ] |
An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
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|
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(g) |
[ ] |
A parent holding
company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
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(h) |
[ ] |
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
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|
|
|
(i) |
[ ] |
A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
[ ] |
Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. 31188E108 |
|
13G |
|
Page
5 of 6 Pages |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a) |
Amount
beneficially owned: 10,249,910 |
|
|
|
|
|
10,249,910
shares of common stock of the Company are deemed beneficially owned by both Carebourn Capital, L.P. and Carebourn Partners,
LLC, by virtue of their majority common ownership, as well as Chip Rice. Chip Rice owns a majority interest in both Carebourn
Capital, L.P. and Carebourn Partners, LLC. |
|
|
|
|
(b) |
Percent
of class: 9.2% (based on 111,222,662 shares of common stock outstanding as of May 7, 2015) |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
|
|
|
The
information contained in Items 5 – 11 on pages 3 and 4 of this statement is incorporated herein by reference. |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
CUSIP No. 31188E108 |
|
13G |
|
Page
6 of 6 Pages |
Item
10. Certification.
|
(a) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
|
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|
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|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect. |
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(b) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
|
|
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|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Carebourn
Capital, L.P. |
|
|
|
Date: May 07,
2015 |
By: |
/s/ Chip Rice |
|
Name: |
Chip Rice |
|
Title: |
Managing Member
|
|
|
|
|
Carebourn
Partners, LLC |
|
|
|
Date: May 07,
2015 |
By: |
/s/ Chip Rice |
|
Name: |
Chip Rice |
|
Title: |
Managing Member
|
AGREEMENT
The
undersigned hereby agree that this statement on Schedule 13G/A to which this agreement is attached be filed on behalf of: Carebourn
Capital, L.P. and Carebourn Partners, LLC.
|
Carebourn
Capital, L.P. |
|
|
|
Date: May 07,
2015 |
By: |
/s/
Chip Rice |
|
Name: |
Chip Rice |
|
Title: |
Managing Member |
|
|
|
|
Carebourn
Partners, LLC |
|
|
|
Date: May 07,
2015 |
By: |
/s/
Chip Rice |
|
Name: |
Chip Rice |
|
Title: |
Managing Member |