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): November 17, 2006
IFSA STRONGMAN, INC
(Exact name of registrant as specified in its charter)
Delaware 000-50754 20-0929024
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
28-32 Wellington Road, London, United Kingdom NW8 9SP
(Address of principal executive offices) (zip code)
44 20 7060 4372
(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 17, 2006, IFSA Strongman, Inc. (the "Company") received a loan
in the aggregate principal amount of $165,054.14 from InvestGroup Sport
Management, Inc., an entity which owns 8,023,298 shares of the Company's common
stock, representing approximately 21.3% of the outstanding common stock of the
Company, and which is controlled by Jussi Laurimaa the Chief Executive Officer
of the Company.
In connection with this loan the Company issued a convertible promissory
note, which bears interest at 16% and matures on November 17, 2007. In the event
that principal or interest due under the terms of the notes are not paid when
due, the notes are convertible at a conversion price equal to 10% of the average
of the closing price of the Company's common stock during the 10 trading days
before, but not including, the conversion date.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
- ----------- -----------
4.1 Form of 16% Convertible Promissory Note issued November 17, 2006
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IFSA STRONGMAN, INC.
Dated: November 21, 2006 By: /s/ Jussi Laurimaa
--------------------------------
Name: Jussi Laurimaa
Title: Chief Executive Officer
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