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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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
September 29, 2006, IFSA Strongman, Inc. (the “Company”) received loans in the
aggregate principal amount of $153,000, including $50,000 from Christian
Fennell, the Chief Operating Officer of the Company, $40,0000 from Jussi
Laurimaa, the Chief Executive Officer of the Company, $8,000 from Jaime Alvarez,
the Chief Financial Officer of the Company and the remaining $55,000 from two
shareholders of the Company.
In
connection with these loans the Company issued convertible promissory notes,
which bear interest at 16% and mature September 29, 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
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal
Officers.
Effective
August 30, 2006, Douglas Edmunds resigned
as a member of the Board of Directors of the Company, but he will remain as
an
employee.
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.