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) January 22, 2014
FASTFUNDS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-33053 | 87-0425514 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 319 Clematis Street, Suite 400, West Palm Beach, FL | 33401 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(561) 514-9042
Registrant’s telephone number, including area code
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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective January 21, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Class C Preferred Stock (as defined and described below under Item 5.03)(the “Class C Preferred Stock Shares”) to Mr. Fong or his assigns in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company does not have sufficient authorized but unissued shares of common stock to allow for any such issuances.
We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuance and the Company paid no underwriting discounts or commissions.
A copy of the Certificate of Designation that was filed with the Nevada Secretary of State on January 22, 2014 is attached hereto as Exhibit 3.1 of this Report and is incorporated by reference herein.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
As a result of the issuance of the Class C Preferred Stock Shares to Mr. Fong, or his assigns, (described above in Item 3.02), and the Super Majority Voting Rights (described below in Item 5.03), Mr. Fong obtained voting rights over the Company’s outstanding voting stock on January 21, 2014, which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Fong will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Fong may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Fong as an officer or Director of the Company due to the Super Majority Voting Rights.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective January 22, 2014, Barry Hollander resigned as Acting President and as a Director of the Company (the “Resignation”). Mr. Hollander’s resignation was not because of any disagreement with the Company relating to the Company’s operations, policies or practices. Mr. Fong was appointed as Chief Executive Officer (the “Appointment”). As a result of the Resignation and Appointment, Mr. Fong is the sole officer and Director of the Company.
A copy of the Resignation is attached hereto as Exhibit 5.1 of this Report and is incorporated by reference herein.
Item 5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal Year.
Effective January 21, 2014, the Board of Directors approved the filing of a Certificate of Designations establishing the designations, preferences, limitations and relative rights of the Company’s Class C Preferred Stock (the “Designation” and the “Class C Preferred Stock”). The Board of Directors authorized the issuance of up to 1,000 shares of Class C Preferred Stock, which the Board agreed to issue to Mr. Fong or his assigns, upon the company filing the Certificate of Designation with the Nevada Secretary of State. The terms of the Certificate of Designation of the Class C Preferred Stock includes the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Class C Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.
| Item 9.01 | Financial Statement and Exhibits |
| (d) | Exhibits. |
| The following exhibit is furnished herewith: |
|
Exhibit Number |
Description | |
| 3.1 | Certificate of Designation Class C Preferred Stock | |
| 5.1 | Resignation of Barry Hollander |
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 thereunto duly authorized.
| Dated: January 22, 2014 | FASTFUNDS FINANCIAL CORPORATION | |
| By: | /s/ Henry Fong | |
|
Henry Fong Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF CLASS C PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
OF
FASTFUNDS FINANCIAL CORPORATION
The undersigned, the Chief Executive Officer of FastFunds Financial Corporation, Inc., a Nevada corporation (the “Corporation”), does hereby certify, that, pursuant to authority conferred upon the Board of Directors and pursuant to the Nevada Revised Statutes, the following resolutions creating a Series of Class C Preferred Stock was duly adopted by the Corporation’s Board of Directors on January 21, 2014:
WHEREAS, the Articles of Incorporation of the Corporation, as amended, authorizes the Board of Directors of the Corporation to issue up to five million (5,000,000) shares of preferred stock, par value $.001 per share, issuable from time to time in one or more classes or series;
WHEREAS, the Board of Directors is authorized to fix the rights, terms and preferences and the number of shares constituting any series and the designation thereof, of any of them; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of up to one thousand (1,000) shares of the preferred stock which the Corporation has the authority to issue, as follows:
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of Class C preferred stock and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such Class C preferred stock as follows:
| (a) | DESIGNATION AND AMOUNT. The preferred stock subject hereof shall be designated Class C Preferred Stock (“Class C Preferred”), and the number of shares constituting Class C Preferred shall be one thousand (1,000). No other shares of preferred stock shall be designated as Class C Preferred Stock. |
| (b) | DIVIDENDS. The holder of the shares of Class C Preferred shall not be entitled to receive dividends. |
| (c) | LIQUIDATION PREFERENCE. The holder of Class C Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary. |
| (d) | VOTING. Except as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law, the holder of the Class C Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of holders of Common Stock and other series of Preferred Stock shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect to any question upon which holders of Common Stock and the other series of Preferred Stock have the right to vote, including, without limitation, the right to vote for the election of directors, voting together with the holders of Common Stock as one class. For so long as Class C Preferred Stock is issued and outstanding, the holders of Class C Preferred Stock shall vote together as a single class with the holders of the Corporation’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Class C Preferred Stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Class C Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. |
| (e) | RESTRICTION ON TRANSFERABILITY. The shares of the Class C Preferred Stock are being issued to Henry Fong or his assigns. In the event that Mr. Fong is no longer acting as the president of the Corporation, the shares of Class C Preferred Stock shall automatically, without any action on the part of any party, be deemed cancelled in their entirety. |
| (f) | OTHER PREFERENCES. The shares of the Class C Preferred Stock shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Corporation. |
RESOLVED, FURTHER, that the Chief Executive Officer of the Corporation is authorized and directed to prepare and file a Certificate of Designation in accordance with the foregoing resolution and the provisions of Nevada law.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 22nd day of January, 2014.
| /s/ Henry Fong | ||||
|
Name: Henry Fong Title: Chief Executive Officer |
||||
2
Exhibit 5.1
BARRY HOLLANDER
319 CLEMATIS STREET, SUITE 400
WEST PALM BEACH, FL. 33401
Mr. Henry Fong January 22, 2014
Chairman of the Board
FastFunds Financial Corporation
RE: Resignation
Dear Henry:
This letter is official notice of my resignation as Acting President and as a member of the Board of Directors of FastFunds Financial Corporation (“FFFC”) and any other officer and director positions held in any wholly owned, majority owned or minority owned subsidiary of FFFC effective as of January 22, 2014. As a result of my resignation, I no longer hold any position whatsoever with the Company.
As of December 31, 2013, I am owed the following amounts:
| · | accrued and unpaid fees for services provided thru December 31, 2013 | $32,050 | |
| · | note payable dated July 1, 2008 | 2,000 | |
| · | note payable dated July 1, 2009 | 775 | |
| · | accrued and unpaid interest thru December 31, 2013 on above notes | 1,173 | |
| Total due | $35,998 |
Very truly yours,
/s/ Barry Hollander
Barry Hollander