Fastfunds Financial 10Q 2008 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarter ended March 31, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For transition period from _____ to _____.

Commission File No. 333-1026-D

FASTFUNDS FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

NEVADA	87-0425514
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

319 Clematis Street, Suite 703

West Palm Beach, Florida 33401

(Address of principal executive offices) (Zip code)

(561) 514-9042

(Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. xYes ¨No

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b.2 of the Exchange Act). xYes ¨No

Number of shares of common stock outstanding at May 15, 2008: 8,174,342

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

PART I	FINANCIAL INFORMATION		Page

	Item 1.	Financial statements:

		Condensed consolidated balance sheets - March 31, 2008 (unaudited) and December 31, 2007	2

		Condensed consolidated statements of operations and - three months ended March 31, 2008 and 2007 (unaudited)	3

		Condensed consolidated statement of changes in stockholders' equity deficiency - three months ended March 31, 2008 (unaudited)	4

		Condensed consolidated statements of cash flows – three months ended March 31, 2008 and 2007 (unaudited)	5

		Notes to condensed consolidated financial statements (unaudited)	6-13

	Item 2.	Management's discussion and analysis of financial condition and results of operations	14-18

	Item 3.	Quantitative and qualitative disclosures of market risk	19

	Item 4.	Disclosure controls and procedures	20

PART II	OTHER INFORMATION

	Item 1.	Legal proceedings	20

	Item 2.	Unregistered sales of equity securities and use of proceeds	20

	Item 3.	Defaults upon senior securities	20

	Item 4.	Submission of matters to a vote of security holders	20

	Item 5.	Other information	21

	Item 6.	Exhibits	21

	Signatures

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2008			2007
	(Unaudited)

ASSETS

Current assets:
Cash and cash equivalents	$	4,888		$	479
Accounts receivable, net of allowance of $135 (2008) and $150 (2007)		222,987			216,591
Current portion of notes and advances receivable (Note 3)		170,000			170,000
Other current assets		4,213			4,213

Total current assets		402,088			391,283


Notes receivable (Note 3)		29,575			69,575
Property and equipment, net of accumulated depreciation of $82,542 (2008) and $79,799 (2007)		-			2,743
Deferred loan costs, net of accumulated amortization of $877,811 (2008) and $724,525 (2007)		-			153,286
Intangible and other assets		200			200

		29,775			225,804

	$	431,863		$	617,087

LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY

Current liabilities:
Checks issued in excess of cash in bank	$	136		$	2,992
Accounts payable		623,007			564,987
Due to HPI (Note 6)		75,000			75,000
Accrued expenses, including related parties $5,120 (2008) and $4,702 (2007) (Note 4)		999,846			835,274
Promissory notes and current portion of long-term debt (Note 5), including related parties
of $237,272 (2008) and $196,072 (2007)		2,365,872			2,324,672
Convertible debentures, net of discount of $5,223 (2007) (Note 5)		-			132,277
Derivative liabilities (Notes 5 and 6)		648,000			1,052,535

Total current liabilities		4,711,861			4,987,737


Commitments and contingencies (Note 6)

Stockholders' equity deficiency (Note 9):
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued and
outstanding
Common stock, $.001 par value; 250,000,000 shares authorized; 17,091,686 (2008) and
16,248,851 shares (2007) issued and 8,175,432 (2008) and 7,331,597 shares (2007) outstanding		17,092			16,249
Additional paid-in capital		17,136,658			16,580,624
Notes, advances and interest receivable, related parties		(328,966	)		(354,166	)
Common treasury stock at cost; 8,917,344 shares		(4,547,845	)		(4,547,845	)
Accumulated deficit		(16,556,937	)		(16,065,512	)

Total stockholders' equity deficiency		(4,279,998	)		(4,370,650	)

	$	431,863		$	617,087

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)



	2008			2007


Fee revenue, net	$	20,348		$	23,560

Operating expenses:
Processing fees		10,748			21,425
Returned checks (collected)		(3,467	)		(3,700	)
Other		3,203			4,703

Total operating expenses		10,484			22,428

Gross margin		9,864			1,132

Selling, general and administrative		(311,067	)		(476,908	)

Loss from operations		(301,203	)		(475,776	)

Other income (expense):
Interest expense including related party interest of $3,140 (2008) and $0 (2007)		(190,222	)		(82,036	)
Loss on debt extinguishment and restructuring		-			(190,571	)
Interest income including related party interest of $2,739 (2007)		-			2,760

Total other expense		(190,222	)		(269,847	)

Loss before income taxes		(491,425	)		(745,623	)

Net loss	$	(491,425	)	$	(745,623	)

Net loss per share basic and diluted	$	(0.06	)	$	(0.11	)

Weighted average number of common shares outstanding basic and diluted		7,757,555			6,921,371

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY DEFICIENCY

THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED)


							Notes,
							advances and						Total
					Additional		and interest						stockholders'
		Common stock			paid-in		receivable,		Common stock		Accumulated		equity
		Shares	Amount		capital		related parties		treasury		deficit		deficiency

Balances, January 1, 2008		16,248,851	$	16,249	$	16,580,624	$	(354,166)	$	(4,547,845)	$	(16,065,512)	$	(4,370,650)

Decrease in notes and advances receivable due from related
	parties, net (Note 7)							25,200						25,200

Issuance of common stock in satisfaction of convertible
	debentures, derivative liability and accrued interest	842,835		843		556,034								556,877

	Net loss											(491,425)		(491,425)

Balances, March 31, 2008		17,091,686	$	17,092	$	17,136,658	$	(328,966)	$	(4,547,845)	$	(16,556,937)	$	(4,279,998)

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)


	2008			2007

Net cash used in operating activities	$	(73,935	)	$	(183,916	)

Cash flows from investing activities:
Cash acquired in redemption agreement transaction (Note 1)		-			2,363
Issuance of notes receivable		-			(50,000	)
Repayments on notes and interest receivable		40,000			165,000

Net cash provided by investing activities		40,000			117,363

Cash flows from financing activities:
Increase (decrease in) in checks issued in excess of cash in bank		(2,856	)
Borrowings on notes and loans payable		41,200			87,500
Payment of deferred loan costs		-			(8,750	)

Net cash provided by financing activities		38,344			78,750

Net increase in cash and cash equivalents		4,409			12,197
Cash and cash equivalents, beginning		479			53,190

Cash and cash equivalents, ending	$	4,888		$	65,387

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	72,186

Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

Conversion of convertible debentures and accounts payable to common stock	$	152,324		$	125,000

Conversion of derivative liability to common stock	$	404,535		$	-

See notes to condensed consolidated financial statements.

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

1.	Business and organization, basis of presentation, asset sale and management’s plans:

Business and organization:

FastFunds Financial Corporation (“FFFC” or the “Company”) is a holding company, and through January 31, 2006, operated primarily through its wholly-owned subsidiary Chex Services, Inc. (“Chex”). As disclosed in the December 31, 2007 Form 10-K, FFFC also has several other non-operating wholly-owned subsidiaries. FFFC and its subsidiaries are referred to as (the “Company”).

Chex, a Minnesota corporation, provided financial services prior to the sale of substantially all of Chex’s assets, which primarily consisted of check cashing, automated teller machine (ATM) access, and credit card advances to customers primarily at Native American owned casinos and gaming establishments (the “Asset Sale”).

Basis of presentation:

Unaudited financial statements:

The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for all stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with a reading of the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report filed with the Securities and Exchange Commission (SEC) on April 15, 2008. Interim results of operations for the three months ended March 31, 2008 and 2007 are not necessarily indicative of future results for the full year. Certain amounts from the 2007 periods have been reclassified to conform to the presentation used in the current period.

Asset sale:

On December 22, 2005, FFFC and Chex entered into an Asset Purchase Agreement (the “APA”) with Game Financial Corporation (“Game”), pursuant to which FFFC and Chex agreed to sell all of its cash access contracts and certain related assets, which represented substantially all the assets of Chex. Such assets also represented substantially all of the operating assets of the Company on a consolidated basis. On January 31, 2006, FFFC and Chex completed the Asset Sale for $14 million pursuant to the APA and received net cash proceeds of $12,642,784 and realized a pre-tax book gain of $4,145,835. As a result of the Asset Sale, the Company has no substantial continuing operations.

On March 14, 2006, FFFC loaned HPI $5 million of the total proceeds from the Asset Sale for one year at 10% per annum interest (Note 6). This note was settled as part of the Redemption Agreement described below.

Pursuant to the APA, FFFC and Chex owed Game approximately $300,000. Game, FFFC and Chex agreed to settle the balance due for $275,000 with payment terms. FFFC and Chex has not made any of the payments stipulated in the settlement, and subsequently, Game filed a complaint against Chex, FFFC and HPI seeking approximately $318,000. The Company has agreed to a judgment of $275,000 plus interest and attorney fees for a total of $329,146 (included in accounts payable and accrued expenses in the balance sheet presented herein). FFFC and Chex have agreed to indemnify HPI.

Going concern andmanagement’s plans:

In the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. The Company’s interim financial statements for the three months ended March 31, 2008 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

1.	Business and organization, basis of presentation, asset sale and management’s plans (continued)

Going concern and management’s plans (continued):

of business. The Company reported a net loss of $491,425 for the three months ended March 31, 2008 and has a working capital deficit of approximately $4,310,000 and accumulated deficit of approximately $16,557,000 as of March 31, 2008. Moreover, the Company presently has no ongoing business operations or sources of revenue and has little resources with which to obtain or develop new operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not contain any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Currently, the Company does not have a revolving loan agreement with any financial institution, nor can the Company provide any assurance it will be able to enter into any such agreement in the future, or be able to raise funds through further issuance of debt or equity in the Company.

The Company evaluates, on an ongoing basis, potential business acquisition/restructuring opportunities that become available from time to time, which management considers in relation to its corporate plans and strategies.

In May 2008, FFFC signed an Agreement and Plan of Merger and Reorganization and a related Addendum to acquire Industrial Systems, Inc. ("ISI"). ISI, founded in 1991 and based in Delta, Colorado, provides turn-key engineering procurement and construction services to the mining, energy and natural resources industries throughout the United States. The letter of intent calls for FFFC to acquire 100% of the outstanding securities of ISI in an all stock tax-free exchange. The terms of the definitive agreement call for the existing stockholders of ISI to own approximately 80% of the Company's common stock at closing of the transaction. Completion of the transaction is subject to FFFC having no liabilities on its balance sheet unless mutually agreed upon, as well as further due diligence by each party, and other customary pre-closing conditions, and is anticipated to occur during the quarter ending June 30, 2008. If consummated, this transaction would likely be accounted for as public shell merger or a reverse acquisition with the Company being treated for accounting purposes as the accounting acquiree.

2.	Summary of significant accounting policies:

A summary of our significant accounting policies is included in our 2007 Annual Report on Form 10-K.

Net loss per share:

Net loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants and common stock underlying convertible promissory notes at March 31, 2008 and 2007 were 4,204,280 and 4,329,280, respectively, and are not considered in the calculation for the three months ended March 31, 2008 and 2007, as the impact of the potential common shares would be to decrease loss per share. Therefore, diluted loss per share for the three months ended March 31, 2008 and 2007 is equivalent to basic loss per share.

Recently issued accounting pronouncements:

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company did not adopt SFAS No. 159 on any individual instrument as of January 1, 2008.

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

2.	Summary of significant accounting policies (continued):

Recently issued accounting pronouncements (continued):

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R is a revision to SFAS No. 141 and includes substantial changes to the acquisition method used to account for business combinations (formerly the “purchase accounting” method), including broadening the definition of a business, as well as revisions to accounting methods for contingent consideration and other contingencies related to the acquired business, accounting for transaction costs, and accounting for adjustments to provisional amounts recorded in connection with acquisitions. SFAS No.141R retains the fundamental requirement of SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141R is effective for periods beginning on or after December 15, 2008, and will apply to all business combinations occurring after the effective date. The Company is currently evaluating the requirements of SFAS No. 141R.

The FASB also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51, Consolidated Financial Statements” in December 2007. This statement amends ARB No. 51 to establish new standards that will govern the (1) accounting for and reporting of non-controlling interests in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. Non-controlling interest will be reported as part of equity in the consolidated financial statements. Losses will be allocated to the non-controlling interest, and, if control is maintained, changes in ownership interests will be treated as equity transactions. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. SFAS No. 160 is effective for periods beginning after December 15, 2008. The Company is currently evaluating the requirements of SFAS No. 160.

The FASB also issued SFAS No. 161 “Disclosures About Derivatives Instruments and Hedging Activities” in March 2008. This statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This statement is effective for financial statements for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company is currently evaluating the requirements of SFAS No. 161.

The Company does not believe that any other recently issued, but not yet effective, accounting standards will have a material will have an effect on the Company’s consolidated financial position, results of operations or cash flow.

3.	Notes and interest receivable:

Notes and interest receivable at March 31, 2008 and December 31, 2007, consist of the following:

	March 31,		December 31,
	2008		2007

Note receivable, ISI; interest at 6%; matured April 2007; currently in default	$	50,000	$	50,000

Note receivable (Denaris) from Paymaster Jamaica (see Redemption Agreement) (Note 1); interest at 10%, collateralized by a pledge of Paymaster Jamaica common shares by Paymaster Jamaica's president; note matures in August 15, 2008; payments of interest only due semi-annually beginning August 15, 2003 through maturity (received payments of $100,425 through March 31, 2008); a valuation allowance of $250,000 has been recorded against this receivable at March 31, 2008 and December 31, 2007		399,575		439,575

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

3.	Notes and interest receivable (continued):

	March 31,			December 31,
	2008			2007

Note receivable from Coast ATM, LLC; interest at 10%; matured November 2005; currently in default; a valuation allowance of $50,000 has been recorded against this receivable at March 31, 2008 and December 31, 2007; is in default and non-performing		50,000			50,000

		499,575			539,575
Less current maturities		(170,000	)		(170,000	)


Notes and advances receivable, net of current portion, before valuation allowance		329,575			369,575
Less valuation allowance		(300,000	)		(300,000	)

Notes receivable, long-term	$	29,575		$	69,575

4.	Accrued liabilities:

Accrued liabilities at March 31, 2008 and December 31, 2007 were $999,846and $835,274, respectively, and were comprised of:

	2008		2007

Legal fees	$	263,849	$	263,849
Interest		322,657		188,639
Accounting fees		90,883		83,883
Consultants and advisors		61,000		52,000
Director’s fees		93,740		81,239
Registration rights		98,013		98,013
Other		69,704		67,651

	$	999,846	$	835,274

5.	Promissory notes, including related and current portions of long-term debt:

Promissory notes, including related parties and current portions of long-term debt at March 31, 2008 and December 31, 2007, consist of the following:

	March 31,		December 31,
	2008		2007

Promissory notes payable:

Various related parties; interest rate ranging from 8% to 10%	$	237,272	$	196,072

Notes payable; interest rates ranging from 9% to 15%; interest payable quarterly; the notes are unsecured, matured on February 28, 2008; currently in default and past due [A]		2,128,600		2,128,600

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

5.	Promissory notes, including related and current portions of long-term debt(continued):

	March 31,		December 31,
	2008		2007

	$	2,365,872	$	2,324,672

Long-term debt:

Convertible debentures, net of discount of $5,223 (2007) [B]	$	-	$	132,277

Less current portion		-		(132,277	)

Long-term debt, net of current portion	$	0	$	0

[A]

These notes payable (the “Promissory Notes”) originally became due on February 28, 2007. The Company renewed $283,000 of the Promissory Notes on the same terms and conditions as previously existed. In April 2007 the Company, through a financial advisor, restructured $1,825,000 of the Promissory Notes (the “Restructured Notes”). The Company has accrued an expense of $36,500 to compensate the financial advisor 2% of the Restructured Notes as well as having issued 150,000 shares of common stock to the financial advisor. The Restructured Notes carry a stated interest rate of 15% (a default rate of 20%) and matured on February 28, 2008. The Company has not paid the interest due since June 2007, and no principal payments on the Promissory Notes have been made in 2008 and accordingly, they are in default.

The chairman of the board of the Company has personally guaranteed up to $1 million of the Restructured Notes and two other non-related individuals each guaranteed $500,000 of the Restructured Notes. In consideration of their guarantees the Company granted warrants to purchase a total of 1,600,000 shares of common stock of the Company at an exercise price of $0.50 per share, expiring in March 2010. The warrants were valued at $715,200 using the Black-Scholes option pricing model and are being amortized over the one-year term of the Restructured Notes.

In January 2008, the Company and the three guarantors received a complaint filed by the financial advisor (acting as agent for the holders of the Restructured Notes) and the holders of the Restructured Notes. The claim is seeking $1,946,250 plus per diem interest beginning January 22, 2008 at the rate of twenty percent (20%) per annum plus $37,000 due the financial advisor for unpaid fees.

The fair market value of each stock option was estimated on the date of grant using the Black-Scholes option-pricing model in accordance with SFAS No. 123R using the following weighted average assumptions:

Expected dividend yield	Risk-free interest rate	Volatility	Expected term

0%	4.23%	116%	5 years

[B]

As of December 31, 2007, the Company entered into purchase agreements with accredited investors for the issuance and sale of $137,500 of 10% unsecured convertible debentures in private transactions (the “Debentures”). The Debentures are convertible at 75% of the average closing bid price per share of the Company’s common stock for the twenty days immediately preceding the date of conversion. The Debentures cannot be converted until nine months after the issuance date of each Debenture.

The Company has determined that the conversion feature represents an embedded derivative. Since the Debentures are convertible into a variable number of shares upon conversion, the conversion feature is

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

5.	Promissory notes, including related and current portions of long-term debt(continued):

not considered to be conventional and therefore must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments of $24,515 has been recorded as a liability in the consolidated balance sheet with the corresponding amount recorded as a discount to the Debentures. The change in the fair value of the derivative liability will be remeasured at each balance sheet reporting date with any difference recorded as other income (expense) in the consolidated statement of operations.

In February 2008, the Debenture Holders converted the $137,500 of Debentures and unpaid interest of $14,842 to 842,835 shares of common stock of the Company. The shares were issued at a conversion price of approximately $0.18 per share. Additionally, $404,535 that was previously expensed and recorded as a derivative liability on the balance sheet at December 31, 2007 was eliminated with the offset to additional paid-in capital.

6.	Commitments and contingencies:

Litigation:

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse impact either individually or in the aggregate on consolidated results of operations, financial position or cash flows of the Company.

Operating lease:

Beginning February 2007, the Company began leasing office space in West Palm Beach, Florida, its corporate headquarters for approximately $2,900 per month. This lease expires January 2010 and increases by approximately 5% from February 1, 2008 and 2009. Pursuant to this lease, the Company is also required to pay its pro-rata share of taxes, operating expenses and improvement costs.

Future approximate minimum lease payments due under this lease as of March 31, 2008, are as follows:

Year ending December 31,		Amount

2008		$ 35,000
2009		37,000
2010		3,200

		$ 75,200

Rent expense for the years ending December 31, 2007, 2006 and 2005 was approximately $32,000, $54,000 and $184,000, respectively.

Consulting agreements:

In March 2007, pursuant to the Restructured Notes (Note 5), the Company issued 150,000 shares of its common stock to a financial advisor and is to pay the advisor $36,500. The shares were valued at $112,500 and the total cost of $149,000 has been amortized over the one year renewal on the Restructured Notes.

In conjunction with the Asset Sale, a former FFFC director and Chex officer signed a five-year non-compete agreement with the buyer and also signed a release, waiving his right to any future commissions that he was previously entitled to. The Company agreed to compensate the officer $100,800 annually, over the five-year term of the non-compete agreement. Such compensation is to be applied to reduce the loan and interest receivable due from the officer (Note 6). If the officer breaches his non-compete agreement, the officer is no longer entitled to compensation and will be liable for any amount remaining on the loan. During the three

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

6.	Commitments and contingencies (continued):

months ended March 31, 2008 and 2007, the Company recorded consulting expenses of $25,200 and $25,200 and the note receivable from an officer has been reduced by $25,200, for the three months ended March 31, 2008.

HPI Stock Price Guaranty:

In May 2006, HPI and the Company negotiated a settlement regarding convertible notes with a face value of $200,000 issued by the Company, whereby HPI issued 180,000 shares of its common stock. In connection with the Settlement Agreement, a Stock Sale and Lock-up Agreement, Registration Agreement and an Escrow Agreement were also entered into (the “Agreements”). Terms of the Agreements stipulate a price protection clause whereby the Company under certain circumstances must reimburse the former debt holders if the market price of the HPI common stock issued to them in the settlement is below $4.00 per share at the time they sell the stock. As a result, the Company has recorded a derivative liability due to the debt holders at March 31, 2008 and December 31, 2007 of $648,000. The amounts are included on the balance sheet in derivative liabilities.

7.	Stockholders’ equity deficiency:

Notes, advances and interest receivable from related parties:

Chex has notes receivable due from related parties under various loan agreements. In addition, the Company has made advances to HPI to fund its operations. In accordance with the Securities Exchange Commission’s Staff Accounting Bulletin No. 79, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lessor Business Components of Another Entity, certain expenses paid by the Company on behalf of HPI have been charged to the receivables.

The following table summarizes the activity for the year ended December 31, 2007and for the three ended March 31, 2008:

	March 31,			December 31,
	2008			2007

Beginning principal balances	$	354,166		$	5,867,185
Consulting fees applied to officer receivable		(25,200	)		(100,800	)
Receipt of Company common stock in return for debt forgiveness		-			(5,412,219	)

Ending principal balances [A]	$	328,966		$	354,166

[A]

The principal balance at March 31, 2008 and December 31, 2007 are all due from a former Chex officer.

8.	Stock based compensation:

The Company has one stock option plan and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements. There were no options granted for the three months ended March 31, 2008.

Options are generally granted with an exercise price equal to the Company’s market price of its common stock on the date of the grant and vest immediately upon issuance. All options outstanding at March 31, 2008 are fully-vested and exercisable. A summary of outstanding balances at January 1, and March 31, 2008 is as follows:

FASTFUNDS FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED)

8.	Stock based compensation (continued):

		Weighted-	Weighted-	Aggregate
		Average	Average	Intrinsic
	Options	exercise price	Remaining contractual life	Value

Outstanding at January 1, 2008	455,000	$ 1.05	5.97	$ -
Options granted	-	-	-	-

Outstanding at March 31, 2008	455,000	$ 1.05	5.72	$ -

ITEM TWO

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

THIS REPORT MAY CONTAIN CERTAIN "FORWARD-LOOKING" STATEMENTS AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR BY THE SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED TO, STATEMENTS CONCERNING THE COMPANY'S OPERATIONS, ECONOMIC PERFORMANCE, FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE OPERATIONAL PLANS, FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS "MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE", "INTENT", "COULD", "ESTIMATE", "MIGHT", OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON THE VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY RELATED TO THE COMPANY'S OPERATIONS, MERGERS OR ACQUISITIONS, GOVERNMENTAL REGULATION, THE VALUE OF THE COMPANY'S ASSETS AND ANY OTHER FACTORS DISCUSSED IN THIS AND OTHER COMPANY FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

GENERAL

FastFunds Financial Corporation (“FFFC”) is a holding company and through January 31, 2006 operated primarily through its wholly-owned subsidiary Chex Services, Inc. (“Chex”). As disclosed in the December 31, 2007 10-K, FFFC also has several other non-operating wholly-owned subsidiaries. FFFC and its subsidiaries are referred to as (the “Company”). The Company is an equity investee of Hydrogen Power, Inc. (“HPI”), a public company, formerly known as Equitex, Inc. As of March 31, 2008, HPI owns approximately 48% of the Company’s outstanding common stock.

RETURN OF COMPANY COMMON STOCK FROM PARENT:

On January 2, 2007, pursuant to the terms of a Redemption, Stock, Sale and Release Agreement (the “Redemption Agreement”) by and between HPI and the Company, the Company (i) redeemed 8,917,344 shares of FFFC’s common stock held by HPI, (ii) acquired from HPI an aggregate of 5,000 shares of common stock of Denaris Corporation, a Delaware corporation (“Denaris”), (iii) acquired from HPI an aggregate of 1,000 shares of common stock of Key Financial Systems, Inc., a Delaware corporation (“Key Financial”), and (iv) acquired from HPI an aggregate of 1,000 shares of common stock of Nova Financial Systems, Inc., a Delaware corporation (“Nova Financial”). Denaris was a majority owned subsidiary of HPI, and Key Financial and Nova Financial were wholly owned subsidiaries of HPI. Denaris, Key Financial and Nova Financial do not have significant operations. The shares of common stock of each entity transferred by HPI pursuant to the Redemption Agreement constituted all of HPI’s holdings in each entity. In consideration of the redemption and acquisition of the shares of Denaris, Key Financial and Nova Financial, FFFC released HPI from all outstanding payment obligations of HPI to the Company, which totaled $5,814,617 and HPI released the Company from all payment obligations of the Company to HPI, which totaled $2,151,572. Due to the related party nature of the transaction, the Company accounted for the difference between the consideration received and the consideration given up as a capital transaction, which increased additional paid-in capital by $1,227,019.

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended December 31, 2007 and 2006. The financial statements presented for the three months ended March 31, 2008 and 2007 include FFFC and its wholly-owned subsidiaries, which primarily reflect the operations of Chex through the date of the Asset Sale.

In light of the foregoing, and the Company’s sale of substantially all of its assets in January 2006, the historical data presented below is not indicative of future results. You should read this information in conjunction with the audited

consolidated financial statements of the Company, including the notes to those statements (Item 8), and the following “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”.

The Company’s financial statements for the three months ended March 31, 2008 and the year ended December 31, 2007 have been prepared on a going concern basis, which contemplates the realization of its remaining assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred significant losses since its inception and has a working capital deficit of approximately $4,310,000, and an accumulated deficit of approximately $4,280,000 as of March 31, 2008. Moreover, it presently has no ongoing business operations or sources of revenue, and little available resources with which to obtain or develop new operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the Company will have adequate resources to fund future operations or that funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

For the three months ended March 31, 2008, net cash used in operating activities was $73,935 compared to $183,916 for the three months ended March 31, 2007. Net loss was $491,425 for the three months ended March 31, 2008 compared to $745,623 for the three months ended March 31, 2007. The net loss in the current period includes non-cash expenses of approximately $186,452. The non-cash expenses are $119,200 of costs associated with the issuance of common stock, warrants and options and $67,252 of depreciation and amortization and non-cash interest expense. The net loss for the three months ended March 31. 2007 was primarily a result of non-cash expenses of approximately $507,000. The non-cash expenses are $263,420 of costs associated with the issuance of common stock, warrants and options, $190,571 of costs related to expenses associated with debt extinguishment and $48,013 of depreciation and amortization and non-cash interest expense.

Net cash provided by investing activities for the three months ended March 31, 2008 was $40,000 compared to $117,363 for the three months ended March 31, 2007. Net cash provided by investing activities for the three months ended March 31, 2008 was a result of payments received on notes and interest receivable of $40,000. Net cash provided by investing activities for the three months ended March 31, 2007 was a result of payments received on notes receivable of $165,000, advances made on notes receivable of $50,000 and cash equivalents of $2,363 acquired pursuant to the transaction of the Redemption Agreement.

Net cash provided by financing activities for the three months ended March 31, 2008 was $38,344 compared to $78,750 for the three months ended March 31, 2007. The significant activity for the three months ended March 31, 2008 is the Company received net proceeds of $41,200 on the issuance of notes payable. For the three months ended March 31, 2007, the Company received net proceeds of $78,750 from the issuance of notes payable.

For the three months ended March 31, 2008, cash and cash equivalents increased by $4,409 compared to an increase of $12,197 for the three months ended March 31, 2007. Ending cash and cash equivalents at March 31, 2008 was $4,888 compared to $65,387 at March 31, 2007.

We have limited cash and cash equivalents on hand and need to raise funds to continue to be able to support our operating expenses and to meet our other obligations as they become due. Sources available to us that we may utilize include the sale of our or HPI’s equity securities, as well as the exercise of outstanding options and warrants, which may cause dilution to our stockholders.

REVENUES

Total revenues for the three months ended March 31, 2008 were $20,348 compared to $23,560 for the three months ended March 31, 2007. Revenues in both periods consist of credit card income on Nova’s remaining portfolio.

OPERATING EXPENSES

Operating expenses for the three months ended March 31, 2008 and 2007 were $10,484 and $22,428, respectively and are primarily comprised of expenses related to third party servicing fees of Nova’s remaining credit card portfolio.

CORPORATE OPERATING EXPENSES

Corporate operating expenses for the three months ended March 31, 2008 were $311,067, respectively and for the three months ended March 31, 2007 were $476,908, respectively. The expenses were comprised of the following:

	Three months ended
	March 31,
	2008		2007

Salaries and benefits	$	13,163	$	13,012
Stock-based compensation		119,200		263,420
Accounting, legal and consulting		152,362		141,007
Travel and entertainment		1,200		3,375
Depreciation and amortization		2,743		2,825
Other		22,399		53,269

	$	311,067	$	476,908

For the three months ended March 31, 2008 and 2007 corporate operating expenses are primarily related to FFFC.

Salaries and benefits didn’t vary significantly for the three months ended March 31, 2008 compared to the three months ended March 31, 2007 period as the Company has had one salaried employee during both periods.

Stock based compensation expense for the three months ended March 31, 2008 was $119,200 and primarily consists of the amortization of common stock, options and warrants issued related to guaranty fees and other costs related to the Restructured Notes. Stock based compensation for the three months ended March 31, 2007 was $263,420 and consists of 800,000 warrants to purchase the Company’s common stock at $0.50 per share, valued at $608,000 under the Black-Scholes option pricing model. The Company is amortizing the $608,000 over a one-year term, and accordingly, the shares were valued at $50,000. Additionally, the Company issued 620,000 warrants to purchase the Company’s common stock at $0.50-$0.75 per share and valued at $213,420 under the Black-Scholes option pricing model.

Accounting, legal and consulting expenses increased slightly for the three months ended March 31, 2008 compared to the three months ended March 31, 2007. The increase for the three months ended March 31, 2008 was primarily a result of increases in legal fees of approximately $38,000, which includes the settlement of litigation. FFFC has consulting agreements with two officers who provide various consulting services to the Company. These continuing agreements require the Company to pay approximately $15,000 per month.

Other costs included in corporate operating expenses decreased for the three months ended March 31, 2008 compared to the three months ended March 31, 2007.

OTHER INCOME (EXPENSE)

Other expenses, net for the three months ended March 31, 2008 were $190,222 compared to $269,847 for the three months ended March 31, 2007. Included in other expenses for the three months ended March 31, 2007 is the $ of expenses recognized on debt extinguishment. Interest expense for the three months ended March 31, 2008 and 2007 is summarized as:

	2008		2007

Notes payable to individual investors	$	112,045	$	62,050
Amortization of deferred loan costs and note discounts		39,309		19,986
Other		38,868

	$	190,222	$	82,036

There was no interest income for the three months ended March 31, 2008 compared to $2,760 for the three months ended March 31, 2007. Also included in other expenses for the three months ended March 31, 2007, was $190,571 of costs pursuant to a settlement agreement whereby the Company guaranteed the price on 180,000 shares of HPI common stock issued as payment to the convertible notes payable holders. The settlement terms stipulate a registration rights penalty clause and a price protection clause whereby the Company must reimburse the former debt holders if the market price of the HPI common stock issued to them in the settlement is below $4.00 per share at the time they sell the stock. As a result, the Company has recorded a derivative liability of approximately $648,000 at March 31, 2008 representing the difference between the market value of the shares issued as of March 31, 2008 and the $4.00 stated in the settlement agreement.

INCOME TAX EXPENSE

There was no income tax expense for the three months ended March 31, 2008 and 2007.

CONTRACTUAL OBLIGATIONS

No material changes outside the ordinary course of business during the quarter ended March 31, 2008.

CRITICAL ACCOUNTING POLICIES

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

to the non-controlling interest, and, if control is maintained, changes in ownership interests will be treated as equity transactions. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. SFAS No. 160 is effective for periods beginning after December 15, 2008. The Company is currently evaluating the requirements of SFAS No. 160.

The FASB also issued SFAS No. 161 “Disclosures about Derivatives Instruments and Hedging Activities” in March 2008. This statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This statement is effective for financial statements for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company is currently evaluating the requirements of SFAS No. 161.

ITEM THREE

QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. The Company has limited exposure to market risk related to changes in interest rates. The Company does not currently invest in equity instruments of public or private companies for business or strategic purposes.

The principal risks of loss arising from adverse changes in market rates and prices to which the Company and its subsidiary are exposed relate to the market prices of common stock of HPI and the Company. The Company has only fixed rate debt at March 31, 2008 and December 31, 2007.

	March 31,		December 31,
	2008		2007

Derivative liabilities (1,2)	$	648,000	$	1,052,535
Convertible debentures (2)		-		137,500

	$	648,000	$	1,190,035

(1)

The Company has given a price guaranty under certain circumstances to former noteholders on the value of 180,000 shares of HPI common stock they received in a settlement of $4.00 per share. At December 31, 2007 and March 31, 2008, the common stock had a market value of $0. Accordingly, as of March 31, 2008 the Company has recorded a liability of $648,000. Also included in derivative liabilities at December 31, 2007 was $404,535 related to convertible debentures.

(2)	Convertible debentures exclude $5,223 of discounts at December 31, 2007. The debentures were converted in February 2008.

ITEM FOUR

DISCLOSURE CONTROLS AND PROCEDURES

Management of the Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as such term is defined in Rules 13a-15(f)). Under the supervision and with the participation of Barry Hollander, our Acting Chief Executive Officer, we conducted an evaluation and effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our acting chief executive officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective such that the information relating to us required to be disclosed with our with the Securities and Exchange Commission (“SEC”) reports is (i) recorded, processed, summarized and reported within the time period specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our acting chief executive officer, as appropriate to allow timely decisions requiring timely disclosure.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherit limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth in “Internal Control-Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded, as of December 31, 2007, our internal control over financial reporting was not effective based on those criteria. The following material weaknesses were identified from our evaluation:

Due to the small size and limited financial resources, the Company’s administrative assistant and the acting chief executive officer are the only individuals involved in the accounting and financial reporting. As a result, there is no segregation of duties in the accounting function, leaving all aspects of financial reporting and physical control of cash in the hands of the same individual, our acting chief executive officer. This lack of segregation of duties represents a material weakness. We will continue periodically review our disclosure controls and procedures and internal control over financial reporting and make modifications from time to time considered necessary or desirable.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 5 of the Condensed Consolidated Financial Statements

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description

31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

32.1	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

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.

	FastFunds Financial Corporation
	(Registrant)

Date: May 15, 2008	By: /s/ Barry Hollander
	Barry Hollander
	Acting Chief Executive Officer
	Principal Executive Officer and
	Principal Accounting Officer

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Fastfunds Financial Inactive 10-Q2008 Q1 Quarterly report

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