8-K

 

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): March 15, 2006

HyperFeed Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-13093	36-3131704
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
300 South Wacker Drive, Suite 300, Chicago, Illinois		60606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 312-913-2800

Not Applicable
______________________________________________
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.

The information provided under Item 2.03 below is incorporated by reference under this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 15, 2006, the Registrant issued a Promissory Note to PICO Holdings, Inc. ("PICO") in the amount of $4,160,000 at an interest rate of 7.0% per annum. The Registrant borrowed an additional $850,000 under the Promissory Note. The principal sum borrowed under the February 15, 2006 Promissory Note and this March 15, 2006 Promissory Note totals $4,160,000. The February 15, 2006 Promissory Note was cancelled. The entire unpaid principal balance and related interest under the March 15, 2006 Promissory Note shall be due and payable not later than April 30, 2006. PICO owns 80.1% of the Registrant’s common stock.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit 10.4 – Promissory Note, dated March 15, 2006

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.

	HyperFeed Technologies, Inc.
March 16, 2006	By:	Gemma Lahera
		Name: Gemma Lahera
		Title: Principal Accounting Officer and Treasurer

Exhibit Index

Exhibit No.	Description
10.4	Promissory Note, dated March 15, 2006

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

March 15, 2006

$4,160,000.00

FOR VALUE RECEIVED, the undersigned, HyperFeed Technologies, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of PICO Holdings, Inc., a California corporation (“Lender”), the principal sum of Four Million One Hundred Sixty Thousand dollars and no cents ($4,160,000.00), together with the interest thereon at the rate of seven percent (7%) per annum, commencing on the date hereof and continuing until the principal sum is paid in full. Interest shall be computed on the basis of a 365-day year.

The parties acknowledge that Borrower borrowed the principal sum of $3,310,000 from Lender in a Promissory Note dated February 15, 2006.

The parties agree that an additional principal sum of $850,000 shall be borrowed from Lender in this Promissory Note dated March 15, 2006 and that the principal sum borrowed by Borrower from Lender in the February 15, 2006 Promissory Note and this March 15, 2006 Promissory Note totals $4,160,000. The parties also agree that the February 15, 2006 Promissory Note totaling $3,310,000 is hereby cancelled.

The entire unpaid principal balance of, and all interest under, this Promissory Note shall be due and payable not later than April 30, 2006. The indebtness evidenced hereby may be prepaid in whole or part at any time without penalty. Any payment or prepayment shall be applied first to interest and second to the principal due and payable hereunder.

HyperFeed Technologies, Inc. covenants that, if suit be brought to enforce the payment of the principal or interest under this Promissory Note, it will pay PICO Holdings, Inc. such further amount as shall be reasonable to cover the cost and expense of collection including reasonable attorney fees.

HYPERFEED TECHNOLOGIES, INC.

/s/ Gemma Lahera          
By: Gemma R. Lahera
Title: Principal Accounting Officer & Treasurer