As filed with the Securities and Exchange Commission on ~~October~~December 143, 2015

Registration No. 333-193160

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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NCM Financial, Inc.

(Exact Name of Small Business Issuer in its Charter)

Texas

7372

20-4859853

(State or other Jurisdiction of

Incorporation)

(Primary Standard

Classification Code)

(IRS Employer

Identification No.)

Rosewood Court 2101 Cedar Springs Road,

Suite 1050

Dallas, TX 75201

Tel. No.: 800-686-3259

(Address and Telephone Number of Registrant’s ~~Principal~~ ~~Executive Offices and~~ Principal ~~Place of Business)~~

Executive Offices and Principal Place of Business)

Copies of communications to:

Gregg E. Jaclin, Esq.

Szaferman Lakind Blumstein & Blader, PC

101 Grovers Mill Road

Second Floor

Lawrenceville, NJ 08648

Tel. No.: (609) 275-0400 Fax No.: (609) 555-0969

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~~Soliciting ~~into~~material apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Investment~~[ ~~Agreement~~] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On[ ~~October~~] 8,Pre-commencement ~~2015~~communications ~~(the~~pursuant “Closing Date”), NCM Financial Inc. (the “Company”), entered into an investment agreement (the “Investment Agreement”), with Northbridge Funding Inc., a Delaware corporation (the “Investor”) whereby the Investor committed to ~~invest~~Rule ~~$10,000,000 to purchase the Company’s common stock, par value $0.001 per share (the “Common Stock”), over the course of thirty~~13e-~~six~~ 4(36c) ~~months.~~ Subject to the terms and conditions set forth in the Investment Agreement, we may issue and sell to the Investor, and the Investor shall purchase from us, up to 50,000,000 shares having a purchase price of ten million dollars ($10,000,000). Concurrently with entering into the Investment Agreement, the Company also entered into a registration rights agreement with Northbridge Funding (the “Registration Rights Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the ~~Securities~~ Exchange Act ~~of 1933, as amended~~ (~~the~~17 ~~“Securities~~CFR ~~Act”), registering the sale of the shares of the Company’s common stock that have been and may be issued to the Investor under the Investment Agreement~~240.13e-4(c)

~~The~~Item Investment Agreement provides that the Company may, in its sole discretion and subject to the terms of the Investment Agreement, from time to time during the Open Period (defined below), deliver a notice (the “Drawdown Notice”) to the Investor which states the dollar amount of shares of Common Stock that the Company intends to sell to the Investor on a date specified in the Drawdown Notice (the “Drawdown”)5. ~~The~~02 ~~amount~~Departure of ~~each~~Directors ~~Drawdown~~or ~~(the~~Certain ~~“Drawdown~~Officers; ~~Amount”)~~Election ~~shall have a maximum amount~~ of ~~two~~Directors; ~~hundred~~Appointment ~~percent (200%)~~ of ~~average daily~~Certain ~~trading~~Officers; ~~volume~~Compensatory ofArrangements ~~the Common Stock during the Pricing Period (as defined below) so long as such amount does not exceed 4.99%~~ of ~~the~~Certain ~~outstanding shares of the Company~~Officers. The purchase price per share to be paid by the Investor for each Drawdown Amount will be calculated at a twenty percent (20%) discount to the weighted average price of the three lowest closing prices traded of the Common Stock for twelve consecutive trading days immediately preceding the Drawdown Notice (the “Pricing Period”). The Open Period begins on the Effective Date (“Effective Date” shall mean the date the company is effectively listed and approved by FINRA) and ends thirty-six (36) months after such date, unless earlier terminated in accordance with the Investment Agreement (the “Open Period”).

~~The~~Effective ~~foregoing~~November ~~description~~27, of2015, ~~the~~NCM ~~Investment~~Financial, Inc. ~~Agreement and~~ (the ~~Registration Rights~~“Company”) ~~Agreement~~accepted ~~are~~the ~~qualified~~resignation inof ~~its~~Scott ~~entirety~~M. byNoel ~~reference to~~ (the ~~provisions~~“Board ofMember”) ~~the~~as ~~Investment~~a ~~Agreement~~director ~~and~~of ~~Registration Rights~~NCM ~~Agreement~~Financial, ~~filed as exhibits 10~~Inc.1 ~~and~~Scott 10M.2 toNoel’s ~~this~~resignation ~~Current~~from ~~Report~~the onBoard ~~the~~of ~~Form~~Directors ~~8-K~~of ~~(this~~NCM ~~“Report”)~~Financial, ~~which~~Inc. isdid ~~incorporated~~not result from byany ~~reference~~disagreement with the Company.

~~Item 3.02 Unregistered Sale of Equity Securities~~SIGNATURES

~~Reference~~Pursuant ~~is made~~ to the ~~disclosure~~requirements ~~set~~of ~~forth~~the ~~under~~Securities Exchange ~~Items~~Act ~~1.01~~ of 1934, the Registrant has duly caused this ~~Report,~~report ~~which~~to ~~disclosure~~be issigned ~~incorporated~~on ~~herein~~its behalf by ~~reference~~the undersigned hereunto duly authorized.

The sale and the issuance of the shares of Common Stock were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

	NCM FINANCIAL, INC.

	By:	/s/ Michael Noel
Dated: December 3, 2015		Michael Noel
		Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer).

Item 9.01 Exhibits

10.1	Investment Agreement by and between the Company and Northbridge Funding Inc., dated October 8, 2015
10.2	Registration Rights Agreement by and between the Company and Northbridge Funding Inc., dated October 8, 2015

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.

	NCM FINANCIAL, INC.
	By:	/s/ Michael Noel
Dated: October 14, 2015		Michael Noel
		Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer).

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