UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
(Mark
One)
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x
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2007
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ___________ to ___________
Commission
file number 333-128415
FUND.COM
INC.
(Formerly
known as Eastern Services Holdings, Inc.)
(Exact
name of registrant as specified in its charter)
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Delaware
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30-0284778
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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14
Wall Street, 20
th
Floor
New
York, NY
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
618-1633
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Securities
registered under Section 12(b) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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None
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None
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Securities
registered under Section 12(g) of the Exchange Act:
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None
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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes
x
No
o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
State
issuer’s revenues for its most recent fiscal year: $10,000.
Aggregate
market value of the voting and non-voting common stock held by non-affiliates of
the Company as of March 26, 2008: $109,377,313
Number of
shares of the registrant’s common stock outstanding as of March 26, 2008:
43,612,335 shares of Class A Common Stock and 6,387,665 shares of Class B Common
Stock.
EXPLANATORY
NOTE
Fund.com
Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-KSB/A (the
“Amendment”) to its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007, originally filed with the Securities and Exchange Commission
on March 28, 2008 (the “Original Report”), to amend the disclosure of the
Company’s controls and procedures.
The
Amendment does not amend, update, or change any other items or disclosures
contained in the Original Report.
Item
8A.
Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are not
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules based on the material weakness described
below:
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·
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We
failed to include the Management’s Report on Internal Control Over
Financial Reporting in our Form 10-KSB filed on March 28,
2008.
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As of the
date of the of this report, we have taken the following steps to address the
above-referenced material weakness in our internal control over financial
reporting to ensure that all information will be recorded, processed, summarized
and reported accurately:
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1.
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We
have amended the 10-KSB to include the Management’s Report on Internal
Controls Over Financial Reporting;
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2.
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We
will continue to educate our management personnel on compliance with the
disclosure requirements of the Securities Exchange Act of 1934
and Regulation S-K; and
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3.
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We
have increased management oversight of accounting and reporting
functions.
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Management’s Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a- l5(f) under the
Exchange Act) and for assessing the effectiveness of our internal control over
financial reporting. Our internal control system is designed to provide
reasonable assurance to our management and board of directors regarding the
preparation and fair presentation of published financial statements in
accordance with United States’ generally accepted accounting
principles.
Our
internal control over financial reporting is supported by policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles and that our receipts and expenditures are being
made only in accordance with authorizations of our management and our board of
directors; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.
Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2007 using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control - Integrated Framework. Management’s assessment included an evaluation
of the design of our internal control over financial reporting and testing of
the operational effectiveness of our internal control over financial reporting.
Based on this assessment, our management concluded that, as of December 31,
2007, our internal control over financial reporting was effective.
Because
of its inherent limitations, a system of internal control over financial
reporting can provide only reasonable assurance and may not prevent or detect
misstatements or fraud. In addition, projections of any evaluation of
effectiveness to future periods are subject to the risks that controls may
become inadequate because of changes in conditions and that the degree of
compliance with the policies or procedures may deteriorate.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm
,
Gately & Associates, LLC, regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
Changes in Internal
Controls
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the fourth quarter of fiscal 2007 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Item
13. Exhibits
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Exhibit
No.
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Description
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31.1
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Certification
of principal executive officer pursuant to 18 U.S.C. Section 1350 -
Sarbanes-Oxley Act of 2002
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31.2
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Certification
of principal financial officer pursuant to 18 U.S.C. Section 1350 -
Sarbanes-Oxley Act of 2002
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32.1
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Certification
of the
principal
executive officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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32.2
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Certification
of the
principal
financial officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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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: September
10,
2008
By:
/s/ Gregory
Webster
Name:
Gregory Webster
Title:
Chief Executive Officer