UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): January 15, 2008
FUND.COM
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-121764
|
30-0284778
|
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
14
Wall Street, 20th Floor,
New
York, New York 10005
(Address
of Principal Executive Offices)
(212) 618-1633
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.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))
|
On
January 15, 2008, Fund.com Inc. (“Fund”) merged (the “Merger”) with and
into Eastern Services Holdings, Inc. (“Eastern”) pursuant to an Agreement and
Plan of Merger, dated as of January 15, 2008 (the
“Agreement”). Following the consummation of the Merger, on January
17, 2008, we filed with the Securities and Exchange Commission (the “SEC”) a
Current Report on Form 8-K (the “Form 8-K”). In connection with the
Merger, our name was changed to Fund.com and we succeeded to the business of
Fund.com as our sole line of business.
On
March 28, 2008, we filed with the SEC an Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2007, which relates primarily to the
business and operations of Eastern prior to the Merger. We are filing this
amendment to the Form 8-K in order to include a Management’s Discussion and
Analysis or Plan of Operation of Fund as of, and for the year ended,
December 31, 2007, as well as financial statements and related notes for such
period and pro forma financial statements as of, and for the year ended,
December 31, 2007. We are also filing this amendment to update the
information furnished in Items 9, 10, 11 and 12 of the Form
8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
Management’s Discussion and Analysis or Plan of Operation section contained in
Item 2.01 of the Form 8-K is hereby amended and restated in its entirety as
follows:
Management’s
Discussion and Analysis or Plan of Operations.
Management’s
Discussion and Analysis or Plan of Operations contains various forward-looking
statements, which consist of any statement other than a recitation of historical
fact and can be identified by the use of forward-looking terminology such as
“may,” “expect,” “anticipate,” “estimate,” “continue” or the negative thereof or
other variations thereon or comparable terminology. The reader is cautioned that
all forward-looking statements are speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ from those
referred to in such forward-looking statements.
Management’s Discussion And Analysis Or
Plan of Operations
In the
quarter ending December 31, 2007, we completed the sale of equity securities
totaling aggregate gross proceeds of $30,700,000. The proceeds were used to
execute the initial phase of our business plan, which included the acquisition
of certain intellectual property consisting primarily of our domain names and
also the funding of Fund.com Capital Inc., a wholly owned subsidiary of Fund.com
Managed Products, Inc. which, in turn, is wholly owned by Fund.com
Inc.
We
capitalized Fund.com Capital Inc. with $20,000,000 from proceeds generated from
our equity placements. On November 9, 2007, Fund.com Capital Inc.,
entered into a $20,000,000 certificate of deposit with the Global Bank of
Commerce, an Antigua-based financial institution affiliated with one of our
stockholders. Initially the deposit is credited with earned interest
at 5% per annum for a term of three years, and subject to the receipt of
approval from the bank’s regulators, the fixed interest rate will be amended to
provide for a variable rate of return. . In the future,the
bank may determine the variable interest rate based on an index published by
EQUITIES Magazine, and that, on that basis, Fund.com Capital Inc. would receive
a monthly credit to its term deposit in an amount equal to the increase or
decrease in the published index. The term deposit would not be debited for
decreases in the index for cumulative amounts that would result in the term
deposit account being worth less than the initial deposit
amount. Subject to receipt of any necessary approvals from Global
Bank of Commerce (which it has no obligation to provide), we may use all or a
portion of this $20,000,000 to fund one or more control
investments.
We
believe that Fund.com Capital Inc. is sufficiently capitalized to demonstrate
the efficacy of index-linked structured products that are benchmarked to our
published indexes and are designed to provide favorable risk adjusted
returns. We believe that by investing in a structured product that is
benchmarked to an index published by EQUITIES Magazine, we are able to gather
actual statistical and investment data useful in further developing our business
plan. In this regard, we believe that actual results are highly
preferable to pro forma results or ‘back-tested’ results, which are commonly
discounted by the investment community, and we believe that the investment will
serve to develop an auditable track record. This track record would
assist Fund.com Capital Inc. in the future should Fund.com Capital Inc. seek to
develop a registered investment product or other product available for sale to
third parties. No decision has been taken to develop such a product
or to register such a product with the Securities and Exchange
Commission.
Our plan
of operations will also consist of licensing our content to third
parties. We intend for our content to include proprietary indexes
that we intend to publish, as well as associated service marks and
trademarks. Third party product providers, like banks and asset
management companies, license a range of indexes from our competitors, such as
the Russell 2000 from the Frank Russell Companies or the S&P 500 from
Standard and Poors/McGraw Hill. We plan similar business arrangements
to license our indexes in return for the payment of licensing
fees. We intend that the license fees will be charged based on a
percentage of assets benchmarked to our indexes. Therefore, we
believe our success in generating license fees will be substantially dependent
in structuring the index-linked products and the successful sale of those
products to investors. We will have no direct participation in the
creation of such products. Our plan is to initially license our index
on a non-exclusive basis to a third party provider that is offering variable
rate index-linked bonds maturing on the twelfth anniversary of their
issuance. We believe that this represents long term recurring license
income to us should our licensee be successful in marketing its index-linked
bonds. This is an arrangement that we believe is consistent with our
intended plan of operations.
In
addition to our index publishing business, our plan of operation is to invest in
the further development of our websites. This will include certain capital
expenditures for technology, content and database management, including certain
online advertising systems and affiliate marketing systems that management
believes will assist in executing its customer acquisition business plan. Our
websites are anticipated to evolve over time as we introduce new content and
features and generally seek to improve the customer experience and to improve
the lead generating efficiency of the websites, consistent with our business
plan. In addition to databases created from parties registering at our websites,
we also intend to expand our access to targeted databases of investors that may
be interested in our services or our advertising clients’ services. This is
anticipated to include certain joint ventures currently in negotiations and
certain database acquisitions. We currently anticipate a website with the full
planned feature set accessible at
www.fund.com
will
launch no later than third quarter 2008. Prior to that time, we will be
negotiating lead and advertising arrangements with potential customers and
content and sponsorship deals with potential
www.fund.com
spokespeople and content contributors. We anticipate that it will cost
approximately $500,000 to build
www.fund.com
and that
pre-launch marketing costs will be approximately $250,000.
We intend
to operate our online network and supporting systems on servers located at a
secure third-party co-location facility in the New York City area. This
third-party facility will be manned, and our infrastructure and network
connectivity monitored continuously, on a 24 hour a day, 365 day a year basis.
This facility will be powered continuously from multiple sources, including
uninterruptible power supplies and emergency power generators. The vast majority
of the information presented on
www.fund.com
,
including backend databases that serve and store information, will be stored in
and delivered from server farms. We intend to have our network operational no
later than third quarter 2008. We anticipate it will cost approximately $200,000
in equipment and set-up fees to bring this infrastructure on-line and that
reoccurring operation costs for this network including datacenter rent,
bandwidth fees and maintenance fees will be approximately $20,000 per month. We
intend to hire one network engineer to oversee the set-up and operation of
www.fund.com
.
Our
operating and capital requirements in connection with operations have been and
will continue to be significant. Based on our current plans, we anticipate that
revenues earned from lead generation will be the primary source of funds for
operating activities. In addition to existing cash and cash equivalents, we may
rely on bank borrowing, if available, or sales of securities to meet the basic
capital and liquidity needs for the next 12 months. Additional capital may be
sought to fund the development of
www.fund.com
and
marketing efforts, which may also include bank borrowing, or a private placement
of securities. However, we have no agreements for funding at this time and there
can be no assurance that funding will be available if we require
it.
The
following share numbers do not give effect to the Merger or to the 9-for-1
dividend on Eastern’s Class A Common Stock and Class B Common
Stock. Upon our inception we issued an aggregate of 18,700,000 shares
of our common stock, par value $0.00001 per share, to seven investors, three of
whom were co-founders of the Company. The shares were valued at
$0.00001 per share. These shares were issued pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933 for
transactions by an issuer not involving a public offering. In
November 2007, we issued an aggregate of 10,350,000 (shares of our common stock
to eight accredited investors in a private placement. The shares were
valued at $2.00 per share and we received gross proceeds of
$20,700,000. On November 5, 2007, we sold 5,000,000 shares of our
common stock and 2,500,000 shares of our Series A Preferred Stock to an
accredited investor and received gross proceeds of
$10,000,000. Substantially all of the proceeds of the Series A
Preferred Stock transaction were used to acquire the domain name
www.fund.com
.
Prior to
the Merger, Fund.com had authorized a total of 110,000,000 shares, of which
105,000,000 were authorized as common stock and 5,000,000 shares were authorized
as Preferred Stock, with 2,500,000 shares of the Preferred Stock designated
as Series A Preferred Stock. Following the Merger and reflecting
the 9-for-1 dividend on Eastern’s Class A Common Stock and Class B Common Stock,
we had authorized a total of 120,000,000 shares of common stock, par value
$0.001 per share, of which 100,000,000 shares were authorized as Class A Common
Stock of which 43,612,335 shares were outstanding, 10,000,000 shares were
authorized as Class B Common Stock of which 6,387,665 shares were outstanding
and 10,000,000 shares were authorized as Preferred Stock of which no shares were
outstanding.
We
anticipate that our cash requirements for the next 12 months for expenses
related to infrastructure and business development should be approximately
$1,500,000. Management believes that proceeds from prior private
placements will be sufficient to meet presently anticipated working capital and
capital expenditure requirements over the first several months of
2008. To the extent that we do not generate sufficient revenues, we
will reduce our expenses and/or seek additional financing. As of
April 16, 2008 there were no commitments for long-term capital
expenditures.
Off-Balance Sheet
Arrangements.
We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial conditions, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources.
Description
Of Property.
This
Description of Property section contained in Item 2.01 of the Form 8-K is hereby
amended and restated in its entirety as follows:
Our
corporate headquarters are located at 14 Wall Street, 20
th
Floor,
New York, NY 10005. We currently occupy office facilities on a month
to month basis.
Directors,
Executive Officers, Promoters and Control Persons.
The
Security Ownership of Directors, Executive Officers, Promoters and Control
Persons section contained in Item 2.01 of the Form 8-K is hereby amended and
restated in its entirety as follows:
The
following persons are our current executive officers and directors and their
respective ages as of April 16, 2008 are as follows:
|
Name
|
A
ge
|
Position
|
|
Raymond
Lang
|
49
|
Director,
Chief Executive Officer
|
|
Gregory
Webster
|
46
|
President
|
|
Philip
Gentile
|
55
|
Chief
Operating Officer, Executive Vice President of Business
Development
|
|
Michael
Hlavsa
|
54
|
Director,
Chief Financial Officer
|
|
Lucas
Mann
|
28
|
Director,
Chief Marketing Officer
|
|
Darren
Rennick
|
39
|
Director,
Executive Vice President
|
|
Daniel
Klaus
|
34
|
Chairman
of the Board
|
|
Ivar
Eilertsen
|
50
|
Director
|
|
Raul
Biancardi
|
45
|
Director
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years:
Raymond
Lang - Director, Chief Executive Officer
From
April 2005 to January 2008, Mr. Lang served as Chief Operating Officer and Chief
Compliance Officer of Clear Asset Management, an independent asset management
firm specializing in proprietary index and ETF construction. From August 2001 to
January 2005 Mr. Lang served as Managing Director at BNY Capital Markets Inc. as
an investment banker. From March 1995 to June 2000 Mr. Lang served as
Managing Director at Fortis and its predecessor MeesPierson specializing in
structured equity finance. Prior to these positions, Mr. Lang acted as SVP and
Head of Equity Structured Finance at a Japanese investment firm and Corporate
Counsel at Credit Suisse First Boston where he worked for ten years. Mr. Lang
has been a member of the New York bar since 1986. Mr. Lang holds a BA
from Fordham University and a JD from New York Law School.
Gregory Webster
-
President
Since
2007, Mr. Webster has served as the President of WALWEB, LLC, where he is the
principal partner in charge of business operations and development. Amongst
WALWEB’s projects is CollegeLifeDirect, an online services company
supporting the US College Education market. From October 2000 to November
2006, Mr. Webster held several senior management positions at HSBC PLC,
including President and CEO of HSBC Brokerage (USA) Inc. and most recently as
Managing Director – HSBC Securities (USA), Inc. Prior to joining HSBC, Mr.
Webster served as the President of Park Avenue Securities, LLC a wholly owned
subsidiary of Guardian Life Insurance of America from August 1998 to
July 2000 and the Chief Operating Officer of NYLIFE Securities, Inc. a
wholly owned subsidiary of New York Life Insurance Company from June 1996 to
August 1998. Mr. Webster holds a B.S. in Marketing from
Arizona State University and a Masters in Business Administration from
Long Island University, C.W. Post.
Philip Gentile
-
Chief Operating Officer and
Executive Vice President of Business Development
Since 2005,
Mr. Gentile has served as President/sole proprietor of
Informed-Business-Decisions, a management consulting company he founded. From
March 27, 2006 to February 29, 2007, Mr. Gentile led Morgan Stanley’s Vendor
Management Office for the Global Wealth Management Group. During the prior
ten years, Mr. Gentile held several senior management positions, including Vice
President Business Operations and Development at Standard & Poor’s, Inc.
from April 1996 to December 2005, President at CyberVestors, from December 1995
to April 1996, where he developed a marketing newsletter for a small brokerage
firm and from July 1989 to December 1995, a Senior Vice President and co-founder
of Global Information Technologies, a re-distributor of online services to
broker and money management firms providing aggregation, research and reporting
on exchange traded equities. Mr. Gentile holds a B.S. from
Manhattan College in Quantitative Analysis and Economics.
Michael
Hlavsa – Director, Chief Financial Officer
Mr.
Hlavsa has served as our Chief Financial Officer and as our Director since
November 2007. Mr. Hlavsa is both a Certified Public Accountant and a
Certified Internal Auditor. From its inception in March 2007 to the
present, Mr. Hlavsa has served as Chief Financial Officer and a Director of Asia
Special Situation Acquisition Corp., a blank check company. From
October 2004 to the present, Mr. Hlavsa has been the principal owner of
Signature Gaming Management LLC, a consulting firm specializing in advising
emerging companies engaged in gaming operations. From February
2005 to August 2005 Mr. Hlavsa served as chief executive officer for Titan
Cruise Lines, a casino business which operated a 2,000 passenger ship and high
speed shuttles. From July 2001 to October 2004, Mr. Hlavsa was the Chief
Executive Officer of SunCruz Casinos, the largest day cruise gaming company in
the United States. From 1997 to 2000, Mr. Hlavsa was Managing Partner at Casino
Princesa in Miami, Florida where he was responsible for the development and
operation of a large mega-yacht gaming vessel. From 1993 to 1997, he served as
Chief Financial Officer and also Vice President, Midwest Region, for Lady Luck
Gaming Corporation, a publicly traded company. From 1991 to 1993, Mr. Hlavsa was
the Vice President of Finance and Administration for the Sands Hotel and Casino
in Las Vegas, Nevada. His first 12 years of gaming experience was in Atlantic
City, New Jersey in various audit and finance positions with well-established
gaming companies such as Caesars, Tropicana and Trump Plaza. He received a
bachelor of science degree from Canisius College in Buffalo, New York in
1975.
Lucas
Mann –Director, Chief Marketing Officer
Mr. Mann
has served as our Chief Marketing Officer and as our Director since October
2007. Mr. Mann has served as Chief Marketing Officer and Co-Founder of online
media company, Music Nation, from May 2006 to present. Previously, from 2004 to
2006 Mr. Mann served as president of Clique Inc./Sparkart LLC, a Silicon
Valley-based new media company. While at Clique, Inc., Mr. Mann focused on
monetizing intellectual property via the creation of brand extensions such as
websites, fanclubs, merchandise and new technologies for entertainment companies
like Universal Music Group and Warner Music Group. Additionally, Mr. Mann
founded Mann Media Partners, a Los Angeles-based consultancy firm, developed new
entertainment product distribution strategies and offered brand and design
consulting for clients including Warner Bros. Records, EMI, and Major League
Baseball athletes, among others. During 2002 and 2003 Mr. Mann split
time between Warner Bros. Records, developing and executing marketing plans for
some of the worlds best knows musical acts, and his own management company,
handling all aspects of the career of several successful artists.
Darren
M. Rennick – Director, Executive Vice President
Mr.
Rennick has served as our Director since September 2007 and from September 2007
to January 2008 served as our President. Mr. Rennick served as chief
executive officer of Prolexic Technologies Inc., an industry leading internet
security company, from March 2004 to February 2007 and has acted as a consultant
to it since February 2007. From October 1999 to November 2001, Mr.
Rennick served as a director, president and co-founder of IQ-Ludorum plc, a
software company that developed gaming technology. From February 2002 to
December 2006 served as managing director of Digital Gaming Solutions another
gaming technology company. Mr. Rennick holds a BA from the University
of Toronto and an MBA from the University of Western Ontario.
Daniel
Klaus – Chairman of the Board
Mr. Klaus
has served as our Chief Executive Officer and as our Director since October
2007. Mr. Klaus is an entrepreneur and investor in new media
companies, including Internet-based media companies. From April 2006 to the
present Mr. Klaus has served as Chief Executive Officer of the online media
company Music Nation, Inc. a company he co-founded and has led through three
rounds of institutional debt and equity financings. Mr. Klaus has served on the
board of directors of Music Nation since July 2006. From June 2006 to
January 2006 Mr. Klaus served as Managing Director of SoundBank, a special
opportunities fund. While at Soundbank and since 2001, Mr. Klaus has
been the Chief Executive Officer and Founder of Fabric Group, LLC a media
advisory firm with such clients as Goldman Sachs, Cheyne Capital, Bertelsmann,
Yahoo! Inc., Music Match and Sony Pictures. Prior to 2001, Mr. Klaus launched
BrandFarm, an on-line incubator. In 2007, Mr. Klaus was named a top 100 Internet
executives in New York by Silicon Alley Insider , a leading Internet publication
affiliated with Music Nation.
Ivar
Eilertsen – Director
Mr.
Eilertsen is the Founding Partner of Harbor Capital Technologies, LLC, a
boutique advisory firm focused on financial technology, where he has served from
April 2006 to the present. Prior to founding Harbor Capital, from
October 2005 to March 2006, Mr. Eilertsen served as the Managing Director and
Senior Vice President, Global Accounts for Thomson Financial. Prior
to joining Thomson, Mr. Eilertsen served in several senior management roles at
ADP Brokerage Services Group (now Broadridge) from April 2000 to January 2005,
including the CEO, Americas and General Manager, ADP Wilco. Mr.
Eilertsen holds a Bachelor of Science from the University of Oslo,
Norway.
Raul Biancardi –
Director
Since January 2008, Mr. Biancardi has been the Chief
Operating Officer for NCB Capital, based in Bahrain. Prior to joining NCB
Capital, Mr. Biancardi was an independent business consultant from September
2004 to January 2008, providing M&A services to companies in
various sectors. Prior to becoming a consultant, Mr. Biancardi held a
number of positions of increasing responsibility at Lehman Brothers
International from March 1998 to September 2004, the last of which was Head
of Fixed Income Prime Brokerage (Europe) during 2004. Prior to joining Lehman
Brothers, Mr. Biancardi had been Head of Latin American Equities, Europe at
Deutsche Bank from March 1997 to March 1998 and at Morgan Stanley International
from June 1993 to February 1997. Mr. Biancardi holds a Masters in Business
Administration from Westminster University in London and Bachelors in
English from Tulane University.
Board
Committees
The
standing committees of our Board of Directors consist of an Audit Committee and
a Compensation Committee. Each of these committees was formed on
March 4, 2008.
Audit
Committee
The Audit
Committee of the Board of Directors is currently comprised of Messrs. Biancardi
and Eilertsen, each of whom is an independent director. The Board has determined
that Mr. Biancardi is an audit committee financial expert as defined in Item
407(d)(5)(ii) of Regulation S-B and serves as Chairman of the Audit
Committee. The Audit Committee’s duties are to provide oversight on
matters relating to accounting, financial reporting, internal controls,
auditing, legal and regulatory compliance activities and other matters as the
Board of Directors deems appropriate.
Compensation
Committee
The
Compensation Committee of the Board of Directors is currently comprised of
Messrs. Biancardi and Eilertsen, and Mr. Biancardi is its
Chairman. The Compensation Committee reviews and approves our salary
and benefits policies, including compensation of executive officers and also
administers our stock incentive plan and recommends and approves grants
thereunder.
Pursuant
to our director compensation program, we use a combination of cash and
equity-based compensation to attract and retain non-employee directors and to
compensate directors for their service on our board of directors commensurate
with their role and involvement. In setting director compensation, we consider
the significant amount of time our directors will expend in fulfilling their
duties as well as the skill level required of our board of directors. Directors
who are also our full-time employees do not receive additional compensation for
their service as directors. Each non-employee director will receive compensation
for service on our board of directors as described below.
Cash
Compensation
Directors
who are not full-time employees will be paid an annual retainer of $15,000. In
addition, customary expenses for attending board of directors and committee
meetings will be reimbursed.
Equity
Compensation
Each
non-employee director receives an initial option grant to purchase 250,000
shares of the Company’s Class A Common Stock. In addition, Mr. Biancardi
received an additional option grant to purchase 250,000 shares of the Company’s
Class A Common for his service as chairman of the compensation and audit
committees of the Board.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Involvement
in Certain Legal Proceedings
At
December 31, 2007, no officer or director of the Company: (1) had any petition
filed, within the past five years, in Federal Bankruptcy or state insolvency
proceedings on such person's behalf or on behalf of any entity of which such
person was an officer or general partner within two years of filing; (2) has
been convicted in a criminal proceeding within the past five years or is
currently a named subject of a pending criminal proceeding; or (3) has been the
subject, within the past five years, of any order, judgment, decree or finding
(not subsequently reversed, suspended or vacated) of any court or regulatory
authority involving violation of securities or commodities laws, or barring,
suspending, enjoining or limiting any activity relating to securities,
commodities or other business practice.
Code
of Ethics
At April
16, 2008, we had not yet adopted a code of ethics. The Company
intends to adopt a Code of Ethics in the immediate future.
Executive
Compensation.
The
Executive section contained in Item 2.01 of the Form 8-K is hereby amended and
restated in its entirety as follows.
The table
below summarizes the compensation earned for services rendered by the
individuals noted to us in all capacities, for the years indicated:
Name
and Principal Position
|
|
|
|
|
|
|
|
|
|
|
|
Daniel
Klaus, Chairman
(1)
|
2007
|
|
$
|
25,000
|
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucas
Mann, Chief Marketing Officer and Director
(2)
|
2007
|
|
$
|
25,000
|
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren
Rennick, Executive Vice President and Director
(3)
|
2007
|
|
$
|
62,500
|
|
|
|
|
|
$
|
62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Hlavsa,
Chief Financial Officer
(4)
|
2007
|
|
|
|
|
|
$
|
108,218
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond Lang, Chief
Executive Officer (effective February 1, 2008)
(6)
|
2007
|
|
|
|
|
|
$
|
1,519,559
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip
Gentile, President (effective March 4, 2008)
(8)
|
2007
|
|
|
|
|
|
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory Webster,
Chief Operating Officer and Executive Vice President of Business
Development (effective March 4, 2008)
(10)
|
2007
|
|
|
|
|
|
|
(11)
|
|
|
|
|
|
|
(1)
|
Mr.
Klaus and Mr. Mann will receive a consulting fee for services provided to
the Company of $300,000 beginning from March 2008 pursuant to a Consulting
Agreement between the Company and Fabric Group LLC (“Fabric”), and a one
time fee of $55,000. Fabric is wholly-owned by Mr.
Klaus.
|
|
(2)
|
Mr.
Klaus and Mr. Mann will receive a consulting fee for services provided to
the Company of $300,000 beginning from March 2008 pursuant to a Consulting
Agreement between the Company and Fabric Group LLC (“Fabric”), and a one
time fee of $55,000. Fabric is wholly-owned by Mr.
Klaus.
|
|
(3)
|
Mr.
Rennick will receive a consulting fee for services provided to the Company
of $150,000 beginning from March 2008 pursuant to a Consulting Agreement
between the Company and MKL Consulting Ltd. (“MKL”). MKL is wholly-owned
and managed by Mr. Rennick.
|
|
(4
)
|
Mr.
Hlavsa received no compensation in 2007. He began to receive
salary effective February 1, 2008.
|
|
(5
)
|
On
December 27, 2007, Mr. Hlavsa received a stock option grant to purchase
138,024 shares of our Class A Common Stock with an exercise price of $2.30
per share, pursuant to the 2007 Stock Incentive Plan
|
|
(6
)
|
Mr.
Lang received no compensation in 2007. He began to receive salary
effective February 1, 2008.
|
|
(7
)
|
On
December 27, 2007, Mr. Lang received a stock option grant to purchase
1,938,087 shares of our Class A Common Stock with an exercise price of
$2.30 per share, pursuant to the 2007 Stock Incentive
Plan.
|
|
(8
)
|
Mr.
Gentile received no compensation in 2007. He began to receive
salary effective March 4, 2008.
|
|
(9
)
|
In
March 2008, Mr. Gentile received a stock option grant to purchase
1,000,000 shares of our Class A
Common Stock with an
exercise price of $3.50 per share, pursuant to the 2007 Stock Incentive
Plan. These options will, but have not yet been, valued pursuant to FAS
123R.
|
|
(10
)
|
Mr.
Webster received no compensation in 2007. He began to receive
salary effective March 4, 2008.
|
|
(11
)
|
In
March 2008, Mr. Webster received a stock option grant to purchase
1,000,000 shares of our Class A
Common Stock with an
exercise price of $3.50 per share, pursuant to the 2007 Stock Incentive
Plan. These options will, but have not yet been, valued
pursuant to FAS
123R.
|
Employment
Agreements
We
entered into employment agreements with Raymond Lang, our Chief Executive
Officer, Michael Hlavsa, our Chief Financial Officer, Gregory Webster our
President, and Philip Gentile, our Chief Operating Officer and Vice President of
Business Development. We have no other employment agreements with our
executive officers. See “Certain Relationships and Related Party Transactions”
for a description of the consulting agreements entered into with entities
affiliated with certain of our directors/executive officers.
Mr.
Lang.
On December 20, 2007 we
entered into an employment agreement with Raymond Lang. Pursuant to
the agreement, beginning February 1, 2008, Mr. Lang began to serve as our Chief
Executive Officer. Unless terminated earlier, the term of the
agreement is scheduled to expire on February 1, 2011. Mr. Lang
receives a salary of no less than $250,000 per annum and will be eligible to
participate in any bonus or incentive compensation plans that we establish for
senior executives. We pay the premium for health care coverage for him and his
dependents. He received a stock option grant to purchase 1,938,087
shares of our Class A Common Stock with an exercise price of $2.30 per share.
The option vests over four years, with 25% vesting on the first anniversary and
the balance vesting with respect to an additional 1/12
th
of the
shares following each three months of continuous service thereafter. In the
event his employment is terminated by us without “Cause” or he resigns with
“Good Reason” as these terms are defined in the employment agreement, we will be
obligated to pay to him (i) his base salary though the date of termination, (ii)
any bonus earned in the previous year but not yet paid, (iii) any accrued
vacation through the date of termination, (iv) pro rata bonus for the year of
termination, calculated and payable after year-end, and (v) a lump-sum amount
equal to 9 months’ base salary. The Employment Agreement with Mr. Lang is
incorporated by reference in its entirety herein from the Form 8-K
dated January 17, 2008.
Mr. Hlavsa
. On October 30,
2007 we entered into an at-will employment agreement with Mr.
Hlavsa. Under the agreement, Mr. Hlavsa commenced employment February
1, 2008. Mr. Hlavsa will receive an annual base salary of $120,000
per annum. In addition, Mr. Hlavsa is eligible for a performance
bonus of up to $120,000 subject to the achievement of reasonable performance
metrics, as determined by the Board. He received a stock option grant
to purchase 138,024 shares of our Class A Common Stock with an exercise price of
$2.30. The option vests over four years, with 25% vesting on the first
anniversary and the balance vesting with respect to an additional 1/12
th
of the
shares following each three months of continuous service thereafter. The
Employment Agreement with Mr. Hlavsa is incorporated by reference in its
entirety herein from the Current Report on Form 8-K dated January 17,
2008.
Mr. Webster.
On March 4, 2008
we entered into an employment agreement with Mr. Webster that ends March 1,
2011, but may be automatically renewed for an additional one (1) year term
unless either party provides ninety (90) days written notice prior to the end of
the term. The Employment Agreement permits Mr. Webster to resign at
any time upon 90 days written notice and for the Company to terminate Mr.
Webster’s employment at any time. Mr. Webster will receive nine months severance
if he resigns for Good Reason or is terminated without Cause (each as defined in
the Employment Agreement). His annual base salary is a minimum of $250,000,
subject to review for increase at least annually. He is also entitled to
participate in bonus, incentive and health care benefit plans maintained by the
Company from time to time. In connection with his employment, Mr. Webster was
granted an option to purchase 1,000,000 shares of Class A Common Stock at $3.50
per share. The option vests over four years, with 25% vesting on the first
anniversary and the balance vesting quarterly over the following 36 months.
In the event of a change of control, vesting will accelerate twelve
months, and if Mr. Webster’s service is terminated by the Company other than for
Cause prior to the first anniversary, vesting will accelerate to the first
anniversary. The Employment Agreement with Mr. Webster is incorporated by
reference in its entirety herein from the Current Report on Form 8-K filed March
10, 2008.
Mr. Gentile.
Mr.
Gentile is employed pursuant to an Employment Agreement dated as of March 4,
2008, which is substantially identical in form to that of Mr. Webster’s, which
is described above. In connection with his employment, Mr. Gentile was granted
an option to purchase 1,000,000 shares of Class A Common Stock at $3.50 per
share. The option vests over four years, with 25% vesting on the first
anniversary and the balance vesting quarterly over the following 36 months.
In the event of a change of control, vesting will accelerate twelve
months, and if Mr. Gentile’s service is terminated by the Company other than for
Cause prior to the first anniversary, vesting will accelerate to the first
anniversary. The Employment Agreement with Mr. Gentile is incorporated by
reference in its entirety herein from the Current Report on Form 8-K filed
March 10, 2008.
Stock
Incentive Plan
On
December 27, 2007, our Board of Directors approved the Fund.com Inc. 2007 Stock
Incentive Plan for the issuance of up to 5,814,261 shares of our Class A Common
Stock (giving effect to the Merger and the 9-for-1
dividend). The plan was approved by our stockholders on December 27,
2007. We intend to make all of our equity-based awards on a
going-forward basis under the stock incentive plan. The purpose of our stock
incentive plan is to attract, retain and motivate officers and other key
employees and to provide these persons with incentives and rewards for superior
performance and contribution.
The plan
is administered by the Compensation Committee of the Board of Directors. The
Compensation Committee may select plan participants and authorize
grants. The award agreements issued under the stock incentive plan
list the exercise price, the conditions and restrictions that must be satisfied
for an individual to vest in an award and the term of the award. The
terms of the award agreements may differ from participant to participant, and
the board has discretion to accelerate vesting in the event of a change in
control or other events.
The Board
may amend, suspend, or terminate the 2007 Stock Incentive Plan at any time and
for any reason. If not terminated earlier, the plan will automatically terminate
on December 27, 2017.
Director Compensation
As of December 31, 2007 our Directors
received no compensation for their services to the Company
. Going forward,
compensation for Directors who are not full-time employees will include an
annual retainer of $15,000 and customary expenses for attending board of
directors and committee meetings will be reimbursed. In addition,
each non-employee director will receive an initial option grant to purchase
shares of the Company’s Class A Common Stock, with additional shares granted in
exchange for committee chairmanship.
Security
Ownership of Certain Beneficial Owners and Management.
The
Security Ownership of Certain Beneficial Owners and Management section contained
in Item 2.01 of the Form 8-K is hereby amended and restated in its entirety as
follows.
The
following share numbers give effect to the Merger or to the 9-for-1 dividend on
Eastern’s Class A Common Stock and Class B Common Stock. As of April 15, 2008,
there were 43,612,335 shares of our Class A Common Stock and 6,387,665 shares of
our Class B Common Stock issued and outstanding. The following table sets forth,
as of the close of business on April 15, 2008, the name of any person (including
any “group”) who is known to us to be the beneficial owner of more than five
percent of any class of our voting securities and information with respect to
shares of ours beneficially owned by our directors, named executive officers and
directors and executive officers as a group. Unless otherwise
indicated, the address for each person is 14 Wall Street, 20
th
Floor, New York,
NY 10005. In computing the number of shares of common stock beneficially
owned by a person and the percentage ownership of that person, we deemed
outstanding shares of common stock subject to options held by that person that
are currently exercisable or exercisable within 60 days of April 15, 2008. We
did not deem these shares outstanding, however, for the purpose of computing the
percentage ownership of any other person. Beneficial ownership representing less
than one percent is denoted with an “*.”
|
|
Class A Common Stock
|
Class B Common Stock
|
|
|
|
|
|
|
|
Name of Beneficial Owner
|
Shares
|
%
|
Shares
|
%
|
% Total Voting Power
(1)
|
|
Daniel
Klaus
(2)
|
5,429,515
|
12.45%
|
0
|
0
|
5.34%
|
|
Lucas
Mann
(3)
|
5,429,515
|
12.45%
|
0
|
0
|
5.34%
|
|
MKL
Consulting
(4)
|
4,343,612
|
9.96%
|
0
|
0
|
4.27%
|
|
GBC
Wealth Management Limited
(5)
|
2,555,066
|
5.86%
|
0
|
0
|
2.51%
|
|
Mulsanne
Enterprises Limited
(6)
|
2,250,000
|
5.7%
|
0
|
0
|
2.4%
|
|
Equities
Media Acquisition Corp Inc.
(7)
|
0
|
0
|
6,387,665
|
100%
|
62.85%
|
|
Raymond
Lang
(8)
|
1,938,087
|
4.25%
|
0
|
0
|
1.77%
|
|
Phil
Gentile
(9)
|
1,000,000
|
2.24%
|
0
|
0
|
*
|
|
Gregory
Webster
(10)
|
1,000,000
|
2.24%
|
0
|
0
|
*
|
|
Ivar
Eilertsen
(11)
|
250,000
|
*
|
0
|
0
|
*
|
|
Raul
Biancardi
(12)
|
500,000
|
1.13%
|
0
|
0
|
*
|
|
Michael
Hlavsa
(13)
|
138,024
|
*
|
0
|
0
|
*
|
|
Directors
and Officers
(14)
|
20,028,753
|
41.35%
|
0
|
0
|
15.71%
|
|
(1)
|
Percentage
total voting power
represents voting power with respect to all shares of our Class A Common
Stock and Class B Common Stock, as a single class. Each holder of Class B
Common Stock is entitled to 10 votes per share of Class B Common Stock and
each holder of Class A Common Stock is entitled to one vote per share of
Class A Common Stock on all matters submitted to our stockholders for a
vote. The Class A Common Stock and Class B Common Stock vote together as a
single class on all matters submitted to a vote of our stockholders,
except as may otherwise be required by law. The Class B Common Stock is
convertible at any time by the holder into shares of Class A common stock
on a share-for-share basis.
|
|
(2)
|
Chairman
of the Board and former Chief Executive
Officer.
|
|
(3)
|
Director
and Chief Marketing Officer
|
|
(4)
|
Darren
Rennick, Executive Vice President and Director is the beneficial owner of
all of the shares of MKL Consulting Ltd. an Antigua, International
Business Corporation.
|
|
(5)
|
The
beneficial owner of GBC Wealth Management Limited is Global Bank of
Commerce and its address is #4 Woods Centre, P.O. Box W1803, St. John’s,
Antigua.
|
|
(6)
|
The
beneficial owner of Mulsanne Enterprises Limited is Ymer Shahini and his
address is Ansbacher House, 2nd Floor, P.O. Box N-4244, East & Shirley
Street, North, Nassau, Bahamas.
|
|
(7)
|
The
beneficial owner of Equities Media Acquisition Corp Inc. is Arne van Roon
and his address is World Trade Centre Lugano-Agno
Switzerland.
|
|
(8)
|
Chief
Executive Officer, Director, includes 1,938,087 shares issuable upon
exercise of options that are exercisable within 60 days of April 15, 2008.
The options provide for exercise prior to vesting, and any unvested shares
that are exercised are subject to a lapsing repurchase right in our favor.
None of the shares is presently
vested.
|
|
(9)
|
Chief
Operating Officer and Executive Vice President of Business Development,
includes 1,000,000 shares issuable upon exercise of options that are
exercisable within 60 days of April 15, 2008. The options provide for
exercise prior to vesting, and any unvested options that are exercised are
subject to a lapsing repurchase right in our favor. None of the options is
presently vested.
|
|
(10)
|
President,
includes 1,000,000 shares issuable upon exercise of options that are
exercisable within 60 days of April 15, 2008. The options provide for
exercise prior to vesting, and any unvested shares that are exercised are
subject to a lapsing repurchase right in our favor. None of the options is
presently vested.
|
|
(11)
|
Director,
includes 250,000 shares issuable upon exercise of options that are
exercisable within 60 days of April 15, 2008. The options provide for
exercise prior to vesting, and any unvested options that are exercised are
subject to a lapsing repurchase right in our favor. None of the options
is presently vested.
|
|
(12)
|
Director,
includes 500,000 shares issuable upon exercise of options that are
exercisable within 60 days of April 15, 2008. The options provide for
exercise prior to vesting, and any unvested options that are exercised are
subject to a lapsing repurchase right in our favor. None of the options is
presently vested.
|
|
(13)
|
Chief
Financial Officer, includes 138,024 shares issuable upon exercise of
options that are exercisable within 60 days of April 15, 2008. The options
provide for exercise prior to vesting, and any unvested options that are
exercised are subject to a lapsing repurchase right in our favor. None of
the options is presently vested.
|
|
(14)
|
Includes
4,826,111 shares issuable to Directors and Officers upon exercise of
options that are exercisable within 60 days of April 15, 2008. The options
provide for exercise prior to vesting, and any unvested options that are
exercised are subject to a lapsing repurchase right in our favor. None of
the options is presently vested.
|
Certain
Relationships and Related Transactions, and Director Independence.
Transactions
With Related Persons, Promoters and Certain Control Persons.
Under a
Subscription Agreement dated September 30, 2007 between the Company and Equities
Media Acquisition Corp we issued 5,000,000 (not giving effect to the 9-for-1
dividend on the Surviving Corporation’s Class A Common Stock and Class B Common
Stock) common shares and 2,500,000 (not giving effect to the 9-for-1 dividend
Eastern’sClass A Common Stock and Class B Common Stock) Series A Preferred
Shares to Equities Media Acquisition Corp Inc. and received gross proceeds of
$10,000,000. Pursuant to this transaction Equities Media Acquisition
Corp Inc. has voting control over our company. The proceeds from this
transaction were principally used to acquire the “www.fund.com” domain
name.
On
November 9, 2007, our wholly-owned subsidiary Fund.com Capital Inc., placed
$20,000,000 into a fixed deposit with the Global Bank of Commerce Limited, the
parent of one of our shareholders (GBC Wealth Management Limited) at an interest
rate of 5.00% per annum for a term of three years. We intend to
change the terms of the deposit to bear interest at a variable rate, among other
things, which will require receipt of regulatory approvals by the
Bank. The Global Bank of Commerce Limited may swap the certificate of
deposit at any time with an annuity policy issued to the Global Bank of Commerce
Limited by an unrelated third party.
On March
4, 2008, the Company entered into a Consulting Agreement with Fabric Group, LLC
(“Fabric”). Fabric is wholly-owned and managed by Daniel Klaus, who is chairman,
director and former Chief Executive Officer of the Company. Under the
Consulting Agreement, Fabric will receive an annual base fee of $300,000, in
return for strategic consulting services provided by Daniel Klaus and Lucas Mann
(a director and Chief Marketing Officer of the Company) in the areas of business
development, product marketing and online strategy and for performance of other
duties as requested from time to time by the Board. In addition,
pursuant to the Consulting Agreement, Fabric will receive a one time
fee of $55,000 for services previously rendered to the Company.
Fabric is also eligible to receive bonuses and other benefits as the Board may
award in its discretion. Under the Consulting Agreement, Mssrs. Klaus
and Mann will be reimbursed for their costs of health and life
insurance. In addition, Fabric will be reimbursed for all reasonable
travel and entertainment expenses incurred in connection with Fabric’s
responsibilities under the Consulting Agreement. If Fabric is terminated without
Cause (as defined in the Consulting Agreement) or Fabric resigns for Good Cause
(as defined in the Consulting Agreement, which includes resignation following a
change of control), Fabric will be entitled to payments for the full term. The
initial term of the Consulting Agreement is March 1, 2008 through February 28,
2009, extendible from year to year with mutual consent of the parties. The
Consulting Agreement with Fabric is incorporated by reference in its entirety
herein from the Current Report on Form 8-K dated March 10, 2008.
On March
4, 2008, the Company entered into a Consulting Agreement with MKL Consulting
Ltd. (“MKL”). MKL is wholly-owned and managed by Darren Rennick, who
is executive vice president and a director of the Company. Under the
Consulting Agreement, MKL will receive an annual base fee of $150,000, in
consideration for Mr. Rennick’s service to the Company as Executive
Vice President and for performance of other duties as requested from time to
time by the Board. In addition, pursuant to the Consulting
Agreement, MKL will receive a one time fee of $25,000 for
services previously rendered to the Company. Under the Consulting
Agreement, Mr. Rennick will be reimbursed for his costs of health and life
insurance. In addition, MKL will be reimbursed for all reasonable
travel and entertainment expenses incurred in connection with MKL’s
responsibilities under the Consulting Agreement. If MKL is terminated without
Cause (as defined in the Consulting Agreement) or MKL resigns for Good Cause (as
defined in the Consulting Agreement, which includes resignation following a
change of control), MKL will be entitled to payments for the full term. The
initial term of the Consulting Agreement is March 1, 2008 through February 28,
2009, extendible from year to year with mutual consent of the
parties. The Consulting Agreement with MKL is incorporated by
reference in its entirety herein from the Current Report on Form 8-K dated March
10, 2008.
On March
7, 2008, Fund.com Managed Products Inc., a wholly-owned subsidiary of the
Company, entered into a License Agreement with Equities Global Communications,
Inc. (“Equities Global”). Equities Global Communications, Inc. is an
affiliate of Equities Media Acquisition Corp Inc., the Company’s controlling
shareholder. Pursuant to the License Agreement, Fund.com Managed Products Inc.
will have an exclusive license to use the EQUITIES® Hedge Fund Index (the
“EQUITIES Index”) in connection with the making, issuance, purchase, sale,
market quotation, marketing, promotion, trading or other distribution of
investment products. Fund.com Managed Products will also have the
right to use and refer to the trademarks and trade names “EQUITIES®" and
"EQUITIES® Hedge Fund Index” in connection with the distribution of investment
products and in connection with making disclosure about such investment
products, to the extent necessary to indicate the source of the EQUITIES Index.
Under the License Agreement, Fund.com Managed Products will also have a right of
first refusal to enter into arrangements concerning the licensing of any index
owned or developed by Equities Global.
Pursuant
to the License Agreement, Fund.com Managed Products is required to pay to
Equities Global 5% of all sub-license fees collected by Fund.com from all
sub-licensees of the EQUITIES Index. For any use of the EQUITIES Index by
Fund.com Managed Products or its affiliates, the license fees to be paid to
Equities Global shall be determined upon agreement by the parties.
The
License Agreement provides that its term continues until terminated in
accordance with its terms. The License Agreement may be terminated,
among other reasons,
|
·
|
upon
60 days notice by a party if such party believes in good faith that
material damage or harm is occurring to the reputation or goodwill of that
party by reason of its continued
performance,
|
|
·
|
Upon
60 days notice for the other party’s breach of material terms or
conditions,
|
|
·
|
by
Equities Global in its sole discretion if it ceases compiling and
publishing the EQUITIES Index (Equities Global is required to provide at
least six months notice prior to such discontinuance); in such
case, we have the option to elect to publish, compile, calculate, maintain
and license the EQUITIES Index or to use any replacement or
substitute index,
|
|
·
|
by
us at any time upon 90 days notice if we elect in our sole discretion to
cease use of the EQUITIES Index,
|
|
·
|
by
Equities Global upon 90 days notice (or upon lesser period of time if
required by court order) if any legislation, regulation or interpretation
is adopted that in Equities Global’s reasonable judgment materially
impairs Equities Global’s ability to license and provide the EQUITIES
Index and trademarks under the License Agreement or if any
litigation is pending or threatened or commenced and Equities Global
reasonably believes such litigation or proceeding would have a material
and adverse effect on EQUITIES Index or trademarks or upon Equities
Global’s ability to perform under the License
Agreement.
|
Equities
Global’s cumulative liability to Fund.com Managed Products is capped at the
average annual license fees actually paid to Equities Global under the License
Agreement.
The
License Agreement is incorporated by reference in its entirety herein from the
Current Report on Form 8-K dated March 10, 2008.
Item
9.01 Financial Statements and Exhibits.
Item 9.01
of the Form 8-K is hereby amended and supplemented as follows:
(a)
Financial Statements of
Business Acquired
. In accordance with item 9.01(a), Fund.com’s audited
financial statements for the fiscal year ended December 31, 2007 are filed in
this Current Report on Form 8-K/A as Exhibit 99.4.
(b)
Pro Forma Financial
Information
. In accordance with item 9.01(b), Fund.com’s pro
forma financial statements are filed in this Current Report on Form 8-K/A as
Exhibit 99.5.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
10.1
|
Employment
Agreement, dated as of December 20, 2007, between Meade Technologies Inc.
and Raymond Lang
(Filed
as Exhibit 10.2 to Form 8-K, filed on January 17, 2008
,
incorporated by reference)
|
|
10.2
|
Employment
Agreement, dated as of December 20, 2007, between Meade Technologies Inc.
and Michael Hlavsa
(Filed
as Exhibit 10.3 to Form 8-K, filed on January 17, 2008
,
incorporated by reference)
|
|
10.3
|
Consulting
Agreement between the Company and Fabric Group, LLC (Filed as Exhibit 10.1
to Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
10.4
|
Consulting
Agreement between the Company and MKL Consulting Ltd. (Filed as Exhibit
10.2 to Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
10.5
|
License
Agreement between Fund.com Managed Products Inc. and Equities Global
Communications, Inc. (Filed as Exhibit 10.3 to Form 8-K, filed on March
10, 2008, incorporated by reference)
|
|
10.6
|
Employment
Agreement between the Company and Gregory Webster (Filed as Exhibit 10.4
to Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
10.7
|
Employment
Agreement between the Company and Phil Gentile (Filed as Exhibit 10.5 to
Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
99.1
|
Financial
statements of Fund.com, Inc. for the fiscal year ended December 31, 2007
(Filed as Exhibit 99.1 to Form 8-K, filed on January 17, 2008,
incorporated by reference)
|
|
99.4
|
Fund.com
financial statements for the fiscal year ended December 31,
2007.
|
|
99.5
|
Unaudited
pro form consolidated balance sheets as of December 31, 2007 and unaudited
pro forma consolidated statement of operations for the year ended December
31, 2007.
|
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.
FUND.COM INC.
Date: April
16,
2008 By:
/s/ Raymond
Lang
Name: Raymond Lang
Title: Chief Executive
Officer
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Employment
Agreement, dated as of December 20, 2007, between Meade Technologies Inc.
and Raymond Lang
(Filed
as Exhibit 10.2 to Form 8-K, filed on January 17, 2008
,
incorporated by reference)
|
|
10.2
|
Employment
Agreement, dated as of December 20, 2007, between Meade Technologies Inc.
and Michael Hlavsa
(Filed
as Exhibit 10.3 to Form 8-K, filed on January 17, 2008
,
incorporated by reference)
|
|
10.3
|
Consulting
Agreement between the Company and Fabric Group, LLC (Filed as Exhibit 10.1
to Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
10.4
|
Consulting
Agreement between the Company and MKL Consulting Ltd. (Filed as Exhibit
10.2 to Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
10.5
|
License
Agreement between Fund.com Managed Products Inc. and Equities Global
Communications, Inc. (Filed as Exhibit 10.3 to Form 8-K, filed on March
10, 2008, incorporated by reference)
|
|
10.6
|
Employment
Agreement between the Company and Gregory Webster (Filed as Exhibit 10.4
to Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
10.7
|
Employment
Agreement between the Company and Phil Gentile (Filed as Exhibit 10.5 to
Form 8-K, filed on March 10, 2008, incorporated by
reference)
|
|
99.1
|
Financial
statements of Fund.com, Inc. for the fiscal year ended December 31, 2007
(Filed as Exhibit 99.1 to Form 8-K, filed on January 17, 2008,
incorporated by reference)
|
|
99.4
|
Fund.com
financial statements for the fiscal year ended December 31,
2007.
|
|
99.5
|
Unaudited
pro form consolidated balance sheets as of December 31, 2007 and unaudited
pro forma consolidated statement of operations for the year ended December
31, 2007.
|
Grafico Azioni Fund com (CE) (USOTC:FNDM)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Fund com (CE) (USOTC:FNDM)
Storico
Da Feb 2024 a Feb 2025
