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) March 5, 2013
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 Number) |
|
319 Clematis Street, Suite 400, West Palm Beach, FL 33401 (Address of principal executive offices)
| ||
| (561) 514-9042 | ||
| (Registrant’s Telephone Number) |
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 1.01 Entry Into a Material Definitive Agreement
On March 5, 2013, FastFunds Financial Corporation (“FFFC”) and its wholly owned subsidiary NET LIFE Financial Processing Inc., (“NET LIFE”) entered into an Agreement Concerning the Exchange of Securities (the “Agreement”) with Net Life Financial Processing Trust (“Net Life Trust”) and the Trustee of Net Life Financial Processing Trust pursuant to which NET LIFE has acquired the exclusive mortgage servicing rights (the “Rights”) from Net Life Trust. Net Life Trust holds the exclusive mortgage servicing rights from Net Life Financial Holdings Trust.
The consideration for the Rights will be thirty three percent (33%) of the Company on a post issuance basis (the “Share Consideration”). The parties have agreed that the Share Consideration can be in a Class of newly formed Preferred Stock which Certificate of Designation, will include among other things, the right for the Preferred Stock to convert to thirty three percent (33%) of the outstanding shares of common stock, post issuance.
The closing of the transaction contemplated by the Agreement (the “Closing”) is subject to the satisfaction or waiver of customary closing conditions, including that the representations and warranties given by the Parties are materially true and correct as of the Closing, and the exchanging and approval by each party of the other party’s schedules and exhibits.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release, dated March 5, 2013. |
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 | |
| Dated: March 11, 2013 | /s/ Barry Hollander |
| Barry Hollander | |
| Acting President |
Exhibit 99.1
FASTFUNDS FINANCIAL CORPORATION
| For Immediate Release | For Further Information Contact: |
| March 5, 2013 | Henry Fong |
| 561-514-9042 |
FASTFUNDS FINANCIAL CORPORATION ACQUIRES EXCLUSIVE MORTGAGE SERVICING RIGHTS FOR INNOVATIVE NEW MORTGAGE PRODUCT REQUIRING NO CREDIT VERIFICATION
WEST PALM BEACH, Florida, March 5, 2013 – FastFunds Financial Corporation (OTCQB: FFFC) announced today that its wholly-owned subsidiary, Net Life Financial Processing, Inc. has acquired the exclusive mortgage servicing rights for Net Life Financial Holdings, (“Net Life”) from the holder, a Florida Trust.
Net Life is a development stage enterprise that has developed and is offering an innovative new mortgage product that is not based on credit history (no doc) or personal guarantees (non-recourse). It is only secured by the underlying collateral and a life insurance policy on the borrower. Therefore, all that is required to qualify for a mortgage loan is qualifying for a life insurance policy, a down payment that usually amounts to 10% of the purchase price and verification that the borrower has the financial ability to pay the monthly payments. Net Life believes this mortgage product will be attractive to a wide spectrum of potential borrowers including:
| · | first time homebuyers; |
| · | borrowers who have experienced prior financial difficulties such as foreclosures, bankruptcies, late payments or credit problems; are presently employed and whose current income would qualify for a mortgage loan; but who couldn't otherwise qualify; and |
| · | borrowers who may wish to bypass the traditional paperwork involved in the typical underwriting process but who would otherwise qualify. |
Since its formation in 2012, Net Life has completed development of its mortgage product and conducted testing via a limited number of successful closings. Net Life is now developing plans for a national launch of its product line.
"We are excited to be on the forefront of launching this exciting new product and especially being on the servicing side where we can gain substantial benefit without the risk associated with traditional mortgage underwriting," stated Barry Hollander, acting Chief Executive Officer of FastFunds.
About FastFunds Financial Corporation
FastFunds Financial Corporation is a holding company that is publicly traded on the Over-the-Counter QB 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 our current services and products, enhance our technical capabilities or otherwise offer growth opportunities for our stockholders.
About Net Life
Net Life Financial Holdings, a development stage enterprise was formed in 2012, and has developed unique financial products principally for the mortgage industry.