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| CIK | 1335795 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fund.com Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| June 21, 2021 |
FNDM / Fund.com, Inc. / Nassar Omar Ghassan - SCHEDULE 13-D/A (AMENDMENT NO. 1) Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D-A Under the Securities Exchange Act of 1934 (Amendment No. 1) FUND.COM INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 360769301 (CUSIP Number) Omar Nassar 425 W. Beech St. Unit 418 San Diego, California 92101 (619) 663-6364 (Name, Address and Telephone Number of Person |
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| June 17, 2021 |
FNDM / Fund.com, Inc. / Nassar Omar Ghassan - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FUND.COM INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 360769301 (CUSIP Number) Omar Nassar 425 W. Beech St. Unit 418 San Diego, California 92101 (619) 663-6364 (Name, Address and Telephone Number of Person A |
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| June 7, 2021 |
FNDM / Fund.com, Inc. / Nassar Omar Ghassan - FORM 13-G FILING Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FUND.COM INC. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 360769301 (CUSIP Number) May 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| June 3, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 1 ) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) FUND.COM INC. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 360769301 (CUSIP Number) May 28, 2021 (Date of Event Which Requ |
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| September 18, 2018 |
FNDM / Fund.com, Inc. / Jordan Richard L - SC 13G Passive Investment Jordan - Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 7, 2016 |
FNDM / Fund.com, Inc. / BE Capital Management Fund LP - SC 13D Activist Investment B.E. Capital Management Fund LP - Schedule 13D - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FUND.COM INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 360769301 (CUSIP Number) B.E. Capital Management Fund LP Thomas Braziel, Manag |
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| June 23, 2015 |
FNDM / Fund.com, Inc. / KCG AMERICAS LLC - SC 13G/A Passive Investment SC 13G/A 1 kcg2015033113ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 3) Fund.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 360769301 (CUSIP Number) January 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 9, 2013 |
FNDM / Fund.com, Inc. / KCG AMERICAS LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment Amendment No. 2 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment 2) Under the Securities Exchange Act of 1934 FUND.COM INC. (Name of Issuer) Common Stock (Title of Class of Securities) 360769301 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| May 4, 2012 |
Amendment No. 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment 1) Under the Securities Exchange Act of 1934 FUND.COM INC. (Name of Issuer) Common Stock (Title of Class of Securities) 360769301 (CUSIP Number) March 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| March 9, 2012 |
FNDM / Fund.com, Inc. / Knight Capital Americas L.P. - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 FUND.COM INC. (Name of Issuer) Common Stock (Title of Class of Securities) 360769301 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| December 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 24, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34 |
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| December 3, 2010 |
United States Securities and Exchange Commission Exhibit 16.1 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Fund.com Inc.'s (the "Company") statements made in accordance with Item 4.02 of Form 8-K, as part of the Company's Current Report on Form 8-K/A filed with the SEC on or about December 3, 2010, and we are in agreement with the statements made by the Company in said filing. /s/ Jewett |
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| November 4, 2010 |
United States Securities and Exchange Commission Exhibit 16.1 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Fund.com Inc.'s (the "Company") statements made in accordance with Item 4.02 of Form 8-K, as part of the Company's Current Report on Form 8-K filed with the SEC on or about November 4, 2010, and we are in agreement with the statements made by the Company in said filing. /s/ Jewett, |
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| November 4, 2010 |
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: August 24, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File |
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| October 19, 2010 |
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: October 13, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission Fil |
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| October 1, 2010 |
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: September 27, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission F |
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| October 1, 2010 |
STATE OF DELAWARE CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION FUND.COM INC. Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FUND.COM INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Fund.com Inc., a Delaware corporation (the ?Company?), resolutions were duly adopted setting forth a propo |
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| August 24, 2010 |
EX-10.1 2 f8k081810ex10ifund.htm AGREEMENT OF RESCISSION DATED AS OF AUGUST 18, 2010 Exhibit 10.1 AGREEMENT OF RESCISSION THIS AGREEMENT (“Rescission Agreement”) is made and entered into this 18th day of August 2010 by and among FUND.COM, INC., a Delaware corporation, and successor-in-interest by merger to Meade Capital, Inc. (“FNDM”), VENSURE RETIREMENT ADMINISTRATION, INC., a Delaware corporatio |
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| August 24, 2010 |
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: August 18, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K & #160; x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2010 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form N- |
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| July 30, 2010 |
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: July 27, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File N |
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| July 30, 2010 |
Exhibit 10.1 SECURED PROMISSORY NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. FUND.COM INC. a Delawa |
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| July 1, 2010 |
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: June 27, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File N |
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| June 30, 2010 |
WESTON CAPITAL MANAGEMENT, LLC Exhibit 99.5 WESTON CAPITAL MANAGEMENT, LLC CONSOLIDATED BALANCE SHEET MARCH 31, 2010 ASSETS Current Assets Cash $ 3,212,256 Fees Receivable 2,317,540 Advances 951,497 Prepayments and Deposits 56,061 Total Current Assets 6,537,354 Fixed Assets - At Cost Furniture and Equipment 484,603 Leasehold Improvements 77,027 561,630 Less Accumulated Depreciation 452,377 Net Book Value of Fixed Assets 109,253 |
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| June 30, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 29, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-340 |
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| June 30, 2010 |
WESTON CAPITAL MANAGEMENT, LLC Exhibit 99.6 WESTON CAPITAL MANAGEMENT, LLC CONSOLIDATED BALANCE SHEET MARCH 31, 2009 ASSETS Current Assets Cash $ 2,975,509 Fees Receivable 3,157,229 Advances 939,987 Prepayments and Deposits 31,812 Total Current Assets 7,104,537 Fixed Assets - At Cost Furniture and Equipment 465,401 Leasehold Improvements 77,027 542,428 Less Accumulated Depreciation 394,911 Net Book Value of Fixed Assets 147,517 |
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| June 15, 2010 |
Exhibit 99.4 WESTON CAPITAL MANAGEMENT, LLC FINANCIAL REPORT DECEMBER 31, 2008 WESTON CAPITAL MANAGEMENT, LLC FINANCIAL REPORT YEAR ENDED DECEMBER 31, 2008 TABLE OF CONTENTS PAGE Independent Auditors’ Report 1 Financial Statements Combined Balance Sheet 2 Combined Statement of Income and Partners’ Capital 3 Combined Statement of Cash Flows 4 Notes to Financial Statements 5 - 8 Supplemental Schedul |
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| June 15, 2010 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 29, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware 001-34027 30-0284778 (State or other jurisdiction of incorporation or |
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| June 14, 2010 |
WESTON CAPITAL MANAGEMENT, LLC FINANCIAL REPORT DECEMBER 31, 2009 Exhibit 99.2 WESTON CAPITAL MANAGEMENT, LLC FINANCIAL REPORT DECEMBER 31, 2009 WESTON CAPITAL MANAGEMENT, LLC FINANCIAL REPORT YEAR ENDED DECEMBER 31, 2009 TABLE OF CONTENTS PAGE Independent Auditors? Report 1 Financial Statements Consolidated Balance Sheet 2 Consolidated Statement of Income and Partners? Capital 3 Consolidated Statement of Cash Flows 4 Notes to Financial Statements 5 - 9 Suppleme |
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| June 14, 2010 |
FUND.COM INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.3 FUND.COM INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements give effect to the transaction whereby on March 29, 2010, Fund.com Inc. (“Fund”) consummated the acquisition of Weston Capital Management, LLC (“Weston”), pursuant to a Securities Purchase and Restructuring Agreement dated as of March 26, |
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| June 14, 2010 |
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: March 29, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission Fil |
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| May 24, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-34027 FUND.COM INC. (Exact name of registrant as s |
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| May 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form N-SAR For |
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| April 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34027 FUND.COM INC. (Exact name of |
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| April 23, 2010 |
Exhibit 21.1 SUBSIDIARIES OF FUND.COM INC. December 31, 2009 LEGAL NAME JURISDICTION OF INCORPORATION/FORMATION Fund.com Technologies, Inc. Delaware Fund.com Managed Products, Inc., and its subsidiary Fund.com Capital, Inc. Delaware AdvisorShares Investments LLC Delaware Whyte Lyon Socratic, Inc. Delaware |
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| April 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240. |
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| April 2, 2010 |
Exhibit 10.5 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of the 29th day of March, 2010, by Fund.com, Inc., a Delaware corporation (the “Pledgor”), in favor of Albert Hallac, on behalf of himself and the other Hallac Members who have executed this Agreement (individually and collectively, the “Secured Party”, and together with the Pledgor, collect |
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| April 2, 2010 |
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: March 29, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware 001-34027 30-0284778 (State or other jurisdiction of incorporation or organization) (Commi |
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| April 2, 2010 |
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT WESTON CAPITAL MANAGEMENT, LLC TABLE OF CONTENTS Exhibit 10.2 FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF WESTON CAPITAL MANAGEMENT, LLC TABLE OF CONTENTS Page ARTICLE I GENERAL PROVISIONS Section 1.1 Registered Office 2 Section 1.2 Other Offices 2 Section 1.3 Purpose; Nature of Business Permitted; Powers. 2 Section 1.4 Limited Liability of Members 2 Section 1.5 Tax Classification; No State Law Partnership 3 Section 1.6 Definitions 3 Secti |
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| April 2, 2010 |
Exhibit 10.3 WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of FUND.COM, INC. Expires September 30, 2014 No.: Original Issue Date: March 29, 2010 FOR VALUE RECEIVED, the undersigned, Fund.com, Inc., a Delaware corporation (together with its successors and assigns, the ?Corporation?), hereby certifies that PBC-WESTON HOLDINGS, LLC, a Delaware limited liability company (?PBC?) and/or its registe |
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| April 2, 2010 |
Exhibit 10.4 THIS SENIOR SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENT |
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| April 2, 2010 |
Exhibit 99.1 FUND.COM ACQUIRES WESTON CAPITAL MANAGEMENT Fund.com Expands its Operations to Include Originating, Developing and Distributing Hedge Funds and Actively Managed ETFs NEW YORK, NY— March 30. 2010 – Fund.com, Inc., (OTCBB: FNDM – News) announced here today that effective as of March 29, 2010, it has acquired Weston Capital Management, LLC, an originator and distributor of hedge funds. F |
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| April 2, 2010 |
SECURITIES PURCHASE AND RESTRUCTURING AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AND RESTRUCTURING AGREEMENT THIS SECURITIES PURCHASE AND RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of March 2010, by and among WESTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”); FUND.COM, INC., a Delaware corporation (“FNDM” or the “Purchaser”); PBC-WESTON HOLDINGS, LLC, a Delaware limi |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2009 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form N-SAR |
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| March 5, 2010 |
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: March 1, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File N |
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| February 25, 2010 |
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: February 10, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware 001-34027 30-0284778 (State or other jurisdiction of incorporation or organization) ( |
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| February 16, 2010 |
FUND.COM INC. SUBSCRIPTION AGREEMENT Exhibit 10.1 FUND.COM INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is by and between the undersigned subscriber (the “Subscriber”) and Fund.com Inc., a Delaware corporation (the “Company”). A. Reference is made to that certain Option Agreement dated August 28, 2009, by and among the Company and the other parties thereto (the “Option”). B. The Company and the Subscribe |
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| February 16, 2010 |
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: February 10, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware 001-34027 30-0284778 (State or other jurisdiction of incorporation or organization) (Co |
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| January 26, 2010 |
FUND.COM INC. 14 Wall Street New York, New York 10004 Exhibit 10.1 FUND.COM INC. 14 Wall Street New York, New York 10004 December 28, 2009 IP GLOBAL INVESTORS LTD. 499 N. Canon Beverly Hills, CA 90210 Attn: Meghann McEnroe, President EQUITIES MEDIA ACQUISITION CORP., INC. Via Lugano 11 6982 Agno-Lugano Switzerland Re: Class B Common Stock and Note of Fund.com Inc. Gentlemen: Reference is made to the revolving credit loan agreement, dated as of July 2 |
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| January 26, 2010 |
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: January 18, 2010 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission Fil |
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| January 26, 2010 |
Exhibit 10.2 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES A CONVERTIBLE PREFERRED STOCK of FUND.COM INC. (Pursuant to Section 151 of the Delaware General Corporation Law) FUND.COM INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), the certificate of incorporation of which was filed in the office of the Secret |
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| November 30, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-3402 |
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| November 30, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2 ) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34027 FUND.COM |
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| November 30, 2009 |
PLEDGE AND ASSIGNMENT AGREEMENT EX-10.16 4 f10k2008a2ex10xvifund.htm PLEDGE AGREEMENT DATED APRIL 8, 2009 BETWEEN FUND.COM INC. AND GLOBAL ASSET FUND LIMITED Exhibit 10.16 PLEDGE AND ASSIGNMENT AGREEMENT THIS PLEDGE AND ASSIGNMENT AGREEMENT ("Agreement"), dated April 7, 2009, is executed by and among (A) FUND.COM INC., a Delaware corporation (“Fund”); (B) GLOBAL ASSET FUND LTD., a company organized under the laws of the Cayman I |
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| November 30, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-340 |
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| November 30, 2009 |
Exhibit 10.14 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 7th day of April, 2009, by and among NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”). Recitals A. The Company and the Investor are executing and delivering this |
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| November 30, 2009 |
AdvisorShares Investments, LLC Purchase and Contribution Agreement Exhibit 10.11 AdvisorShares Investments, LLC Purchase and Contribution Agreement THIS PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of October 31, 2008, between AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”), and Fund.com Inc., a Delaware corporation (“Fund.com”), and joined by Wilson Lane Group, LLC, a Delaware limited liability company (“ |
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| November 30, 2009 |
United States Securities and Exchange Commission Exhibit 16.1 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Fund.com Inc.'s (the "Company") statements made in accordance with Item 4.02 of Form 8-K, as part of the Company's Current Report on Form 8-K filed with the SEC on or about November 30, 2009, and we are in agreement with the statements made by the Company in said filing. /s/ Jewett, |
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| November 30, 2009 |
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: August 7, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File |
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| November 23, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-34027 FUND.COM INC. (Exact name of registrant |
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| November 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K T Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2009 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form N-SAR |
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| November 5, 2009 |
Exhibit 10.5 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of the 2nd day of November 2009 (the “Execution Date”) by and among (A) WHYTE LYON & CO. INC., a New York corporation (the “Principal Stockholder”) and the other Person or Persons who have executed this Agreement on the signature page hereof under the designation “WHYTE LYON STOCKHOLDERS” and/ |
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| November 5, 2009 |
RESTATED ARTICLES OF INCORPORATION Pursuant to A.R.S. Section 10-1006 and Section 10-1007 Exhibit 10.2 RESTATED ARTICLES OF INCORPORATION Pursuant to A.R.S. Section 10-1006 and Section 10-1007 1. The name of the Corporation is: Vensure Employer Services, Inc. 2. Attached hereto as Exhibit A is the text of each amendment adopted. 3. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment does provide for an exchange, reclassifi |
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| November 5, 2009 |
Exhibit 10.3 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of September 29, 2009 (the “Effective Date”) by and among VENSURE EMPLOYER SERVICES, INC., an Arizona corporation (“Vensure” or the “Company”), the Person(s) who have executed this Agreement on the Investors Signature Page hereof under the heading “INVESTORS” (individually, an “Investor” a |
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| November 5, 2009 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement ("Agreement"), is made and entered into as of the 24th day of September 2009 by and between VENSURE EMPLOYER SERVICES, INC., a corporation organized under the laws of the State of Arizona (“Vensure”); FUND.COM, INC., a corporation organized under the laws of the State of Delaware ("Fund”); and the Persons who have execut |
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| November 5, 2009 |
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: November 2, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission Fil |
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| November 5, 2009 |
WHYTE LYON SOCRATIC INC. 1995 Broadway Suite 1600 New York, New York 10023 Exhibit 10.4 WHYTE LYON SOCRATIC INC. 1995 Broadway Suite 1600 New York, New York 10023 September 24, 2009 Vensure Retirement Administration, Inc. c/o Vensure Employer Services, Inc. 2730 South Val Vista Drive Suite 117 Gilbert, Arizona 85295 Attn: Thomas Lindsay, President Gentlemen: The following will serve to set forth our mutual agreement and understanding with respect to certain educational p |
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| September 9, 2009 |
Exhibit 99.1 Press Release Source: Fund.com, Inc. Fund.com Affiliate, AdvisorShares Investments, Initiates Public Offering Launching its Unique Exchange Traded Fund Platform for Investment Advisors and Lists on the New York Stock Exchange (NYSE Ticker: DENT) New York, NY - (MARKET WIRE) – September 9, 2009 – Fund.com, Inc. (OTC BB: FNDM.OB) announced here today that its majority owned subsidiary, |
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| September 9, 2009 |
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: September 2, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission Fi |
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| September 3, 2009 |
EXHIBIT 10.8 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is entered as of August 28, 2009 by and between FUND.COM, INC. (the “Company”) and DANIEL KLAUS (“Klaus”). RECITALS WHEREAS, Klaus currently serves as the Chairman of the Board of Directors of the Company; and WHEREAS, the Company and Klaus wish to set forth the terms and conditions of the resignation of Klaus from the |
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| September 3, 2009 |
FUND.COM INC. 14 Wall Street New York, NY 10022 Exhibit 10.5 FUND.COM INC. 14 Wall Street New York, NY 10022 August 28, 2009 IP GLOBAL INVESTORS LTD. 499 N. Canon, Beverly Hills, CA 90210 Attn: Meghann McEnroe, President and EQUITIES MEDIA ACQUISITION CORP. INC. Via Lugano 11, 6982 Agno-Lugano, Switzerland Attn; Arie Jan van Roon, President Daniel Klaus c/o Music Nation 455 Broadway 4th floor New York, New York 10013 and Lucas Mann c/o Music Na |
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| September 3, 2009 |
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: August 28, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File |
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| September 3, 2009 |
SECURED NON-NEGOTIABLE NON-INTEREST BEARING INSTALLMENT PROMISSORY NOTE Exhibit 10.10 SECURED NON-NEGOTIABLE NON-INTEREST BEARING INSTALLMENT PROMISSORY NOTE August 28, 2009 $225,000.00 For value received, the undersigned IP Global Investors Ltd. (the “Maker”), promises to pay to LUCAS MANN , an individual with an address c/o Music Nation LLC, 455 Broadway, New York, New York 10013 (the “Payee”), in lawful money of the United States, the principal sum of TWO HUNDRED A |
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| September 3, 2009 |
Exhibit 10.11 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated August 28, 2009, is executed by and among (A) IP Global Investors Ltd., a Nevada corporation (“Purchaser”); (B) DANIEL KLAUS, an individual (“Klaus”); and (C) Hodgson Russ LLP, a law firm with an address at 1540 Broadway, New York, New York 10036 (the “Collateral Agent”). Purchaser is sometimes referred to herein as the “Ple |
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| September 3, 2009 |
Exhibit 10.2 EXHIBIT C GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (“Guaranty”) is dated as of August 28, 2009 (the “Effective Date”) by the undersigned (each hereinafter referred to as a “Guarantor” and collectively, the “Guarantors”), in favor of IP GLOBAL INVESTORS LTD., a Nevada corporation or its registered assigns and EQUITIES MEDIA ACQUISITION CORP. INC., or its registered assigns (each a “L |
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| September 3, 2009 |
FUND.COM INC. WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE Exhibit 10.6 EXHIBIT G THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD WITHOUT RESTRICTIONS OR VOLUME LIMITATIONS PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWF |
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| September 3, 2009 |
SECURED NON-NEGOTIABLE NON-INTEREST BEARING INSTALLMENT PROMISSORY NOTE Exhibit 10.9 SECURED NON-NEGOTIABLE NON-INTEREST BEARING INSTALLMENT PROMISSORY NOTE August 28, 2009 $225,000.00 For value received, the undersigned IP Global Investors Ltd. (the ?Maker?), promises to pay to DANIEL KLAUS, an individual with an address c/o Music Nation LLC, 455 Broadway, New York, New York 10013 (the ?Payee?), in lawful money of the United States, the principal sum of TWO HUNDRED A |
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| September 3, 2009 |
REVOLVING CREDIT LOAN AGREEMENT Exhibit 10.1 REVOLVING CREDIT LOAN AGREEMENT This Revolving Credit Loan Agreement (this “Agreement”) entered into as of the 28th day of August, 2009 (the “Effective Date”), is made and entered into by and among IP GLOBAL INVESTORS LTD., a Nevada corporation ( “IPG”), located at 499 N. Canon, Beverly Hills, CA 90210; EQUITIES MEDIA ACQUISITION CORP. INC., located at Via Lugano 11, 6982 Agno-Lugano, |
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| September 3, 2009 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUND.COM INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Fund.com Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: FIRST: That the name of this c |
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| September 3, 2009 |
Exhibit 10.7 EXHIBIT I-1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is entered as of August 28, 2009 by and between FUND.COM, INC. (the “Company”) and LUCAS MANN (“Mann”). RECITALS WHEREAS, Mann currently serves as a member of the Board of Directors of the Company, as well as Chief Marketing Officer; and WHEREAS, the Company and Mann wish to set forth the terms and condition |
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| September 3, 2009 |
REVOLVING CREDIT CONVERTIBLE NOTE Exhibit 10.3 EXHIBIT D REVOLVING CREDIT CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. FU |
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| September 3, 2009 |
Exhibit 10.12 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated August 28, 2009, is executed by and among (A) IP Global Investors Ltd., a Nevada corporation (“Purchaser”); (B) LUCAS MANN, an individual (“Mann”); and (C) Hodgson Russ LLP, a law firm with an address at 1540 Broadway, New York, New York 10036 (the “Collateral Agent”). Purchaser is sometimes referred to herein as the “Pledgo |
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| September 3, 2009 |
FUND.COM INC. 14 Wall Street New York, NY 10022 Exhibit 10.4 FUND.COM INC. 14 Wall Street New York, NY 10022 August 28, 2009 IP GLOBAL INVESTORS LTD. 499 N. Canon, Beverly Hills, CA 90210 Attn: Meghann McEnroe, President and EQUITIES MEDIA ACQUISITION CORP. INC. Via Lugano 11, 6982 Agno-Lugano, Switzerland Attn; Arie Jan van Roon, President Re: Option to Purchase Shares of Fund.com Inc. Ladies and Gentlemen: Reference is made to the revolving c |
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| August 24, 2009 |
Entry into a Material Definitive Agreement 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: August 18, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-34027 (Commission File |
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| August 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34027 Fund.com Inc. (Exac |
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| August 14, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to |
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| August 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /A (Amendment No. 1) (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34027 FUND.COM |
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| July 27, 2009 |
Innovation. Transparency. Diversification. Exhibit 3.2 ADVISORSHARES Innovation. Transparency. Diversification. July 21, 2009 VIA E-MAIL & OVERNIGHT DELIVERY Fund.Com Inc. 14 Wall Street 20th Floor New York, New York 10005 Attention: Gregory Webster Re: Achievement of Milestone A – SEC Exemptive Order Dear Mr. Webster: I am writing on behalf of AdvisorShares Investment, LLC (the "Company"), in connection with that certain Purchase and Cont |
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| July 27, 2009 |
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: July 21, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 333-121764 (Commission File |
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| July 27, 2009 |
UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION Exhibit 99.1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION INVESTMENT COMPANY ACT OF 1940 [Release No. 28822 / July 20, 2009] In the Matter of ADVISORSHARES INVESTMENTS, LLC ADVISORSHARES TRUST c/o Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (812-13488) ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 GRANTING EXEMPTIONS |
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| May 15, 2009 |
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 14th day of May 2009, by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”). Recitals A. Effective as of April 7, |
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| May 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-128415 Fund.com Inc. (Ex |
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| May 7, 2009 |
Exhibit 10.19 EXHIBIT B GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (“Guaranty”) is dated as of April , 2009, and is made effective as of May 1, 2009 (the “Effective Date”) by the undersigned (each hereinafter referred to as a “Guarantor” and collectively, the “Guarantors”), in favor of IP GLOBAL INVESTORS LTD., a Nevada corporation or its registered assigns (each a (the “Lender” and collectively t |
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| May 7, 2009 |
Fund.com Inc. Code of Ethics and Business Conduct Exhibit 14.1 Fund.com Inc. Code of Ethics and Business Conduct Fund.com Inc. and its subsidiaries (collectively, the “Company”) is committed to conducting its business in accordance with applicable laws, rules and regulations, and in a manner consistent with the highest standards of business ethics. The Company expects the highest possible ethical conduct from its employees, officers and directors |
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| May 7, 2009 |
REVOLVING CREDIT CONVERTIBLE NOTE Exhibit 10.20 EXHIBIT C REVOLVING CREDIT CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. F |
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| May 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-128415 FUND.COM INC. (Formerly known |
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| May 7, 2009 |
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT Exhibit 10.21 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (?Agreement?) is made and entered into this 5th day of May 2009, by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the ?Company?) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the ?Investor?). Recitals A. Effective as of April 7, |
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| May 7, 2009 |
Exhibit 4.3 EXHIBIT D THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD WITHOUT RESTRICTIONS OR VOLUME LIMITATIONS PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFU |
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| May 7, 2009 |
REVOLVING CREDIT LOAN AGREEMENT Exhibit 10.18 REVOLVING CREDIT LOAN AGREEMENT This Revolving Credit Loan Agreement (this “Agreement”) dated as of April 30, 2009 (the “Execution Date”) and effective as of May 1, 2009 (the “Effective Date”), is made and entered into by and among IP GLOBAL INVESTORS LTD., a Nevada corporation (the “Lender”), located at 499 N. Canon, Beverly Hills, CA 90210; and FUND.COM INC., a Delaware corporation |
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| April 14, 2009 |
Exhibit 99.1 NATIONAL HOLDINGS CORPORATION AND FUND.COM, INC. ANNOUNCE AGREEMENT FOR $5 MILLION STRATEGIC INVESTMENT New York, New York, April 8, 2009 - National Holdings Corporation (OTC BB: NHLD.OB) (“National”), a full service investment banking company operating through its wholly-owned subsidiaries, and Fund.com Inc. (OTC BB: FNDM.OB) (“Fund.com”), an online financial content provider, today |
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| April 14, 2009 |
NATIONAL HOLDINGS CORPORATION LIMITED RECOURSE CONVERTIBLE PROMISSORY NOTE Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE ?CONVERSION SHARES?) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION |
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| April 14, 2009 |
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: April 8, 2009 (Date of Earliest Event Reported) FUND.COM INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 333-121764 (Commission File |
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| April 14, 2009 |
Exhibit 10.4 DEMAND PROMISSORY NOTE April 7, 2009 $500,000.00 For value received, FUND.COM, INC., a Delaware corporation, with an address at 14 Wall Street, New York, New York 10005 (“Borrower”), promises to pay on demand to the order GLOBAL ASSET FUND LIMITED, a company organized under the laws of the British Virgin Islands (the “Lender”), with an address at 1515 International Parkway, Suite 2031 |
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| April 14, 2009 |
PLEDGE AND ASSIGNMENT AGREEMENT Exhibit 10.3 PLEDGE AND ASSIGNMENT AGREEMENT THIS PLEDGE AND ASSIGNMENT AGREEMENT ("Agreement"), dated April 7, 2009, is executed by and among (A) FUND.COM INC., a Delaware corporation (“Fund”); (B) GLOBAL ASSET FUND LTD., a company organized under the laws of the Cayman Islands (“GAF”), and (C) Hodgson Russ LLP, a law firm with an address at 1540 Broadway, New York, New York 10036 (the “Collatera |
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| April 14, 2009 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 7th day of April, 2009, by and among NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”). Recitals A. The Company and the Investor are executing and delivering this |
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| March 31, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number 333-128415 CUSIP Number 360769103 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2008 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 20, 2009 |
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): February 17, 2009 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 Nu |
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| November 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2008. or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 333-128415 FUND.COM INC. (Ex |
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| November 6, 2008 |
EXHIBIT 99.1 NEWS AdvisorShares FOR IMMEDIATE RELEASE November 6, 2008 Fund.com Acquires A Majority Interest In Exchange Traded Fund (ETF) Developer AdvisorShares Investments LLC (New York, NY) – Fund.com Inc. (OTCBB: FNDM), an online financial information provider, announced today that it has acquired a majority interest in AdvisorShares Investments, LLC, a developer of proprietary exchange trade |
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| November 6, 2008 |
AdvisorShares Investments, LLC Purchase and Contribution Agreement Exhibit 10.1 AdvisorShares Investments, LLC Purchase and Contribution Agreement THIS PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of October 31, 2008, between AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”), and Fund.com Inc., a Delaware corporation (“Fund.com”), and joined by Wilson Lane Group, LLC, a Delaware limited liability company (“F |
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| November 6, 2008 |
AdvisorShares Investments, LLC Employment Agreement EXHIBIT 10.3 AdvisorShares Investments, LLC Employment Agreement THIS EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of October 31, 2008, is made by and between AdvisorShares Investments, LLC, a Delaware limited liability company (the ?Company?), and Mr. Noah Hamman residing at 5604 Wilson Lane, Bethesda, Maryland 20814 (the ?Executive?). RECITALS WHEREAS, the Company wishes to employ the Execu |
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| November 6, 2008 |
Exhibit 10.2 Amended and Restated Limited Liability Company Agreement of AdvisorShares Investments, LLC (a Delaware Limited Liability Company) Dated as of October 31, 2008 Table of Contents ARTICLE I DEFINITIONS Section 1.01. Definitions 2 ARTICLE II GENERAL 5 Section 2.01. The Company 5 Section 2.02. Name 6 Section 2.03. Registered Office; Registered Agent 6 Section 2.04. Principal Office in the |
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| November 6, 2008 |
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): October 31, 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 Num |
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| November 6, 2008 |
Fund.com Inc. 9% UNSECURED PROMISSORY NOTE Exhibit 4.1 US$325,000 October 31, 2008 Fund.com Inc. 9% UNSECURED PROMISSORY NOTE FOR VALUE RECEIVED, the adequacy of which is hereby acknowledged, Fund.com Inc., a company organized under the laws of the State of Delaware (the “Company”), hereby promises unconditionally to pay to IP Global Investors Ltd., with an address of 170 Harrison Avenue, Harrison NY 10528 (including any successor or permi |
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| September 10, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-128415 FUND.COM INC. (Formerly k |
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| September 10, 2008 |
Michael Hlavsa 14 Wall Street, 20th Floor Chief Financial Officer New York, NY 10005 954-868-7366 Tel 212-618-1705 Fax mhlavsa@fund. |
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| August 21, 2008 |
Pillsbury Winthrop Shaw Pittman LLP PILLSBURY Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway | New York, NY 10036-4039 | tel 212. |
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| August 21, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-128415 FUND.COM INC. (Formerly k |
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| August 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2008. or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 333-128415 FUND.COM INC. (Ex |
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| August 7, 2008 |
AMENDMENT TO SECURITIES PURCHASE AGREEMENT EXHIBIT 99.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment dated as of August 6, 2008 to that certain Securities Purchase Agreement (this “Amendment”), between Fund.com Inc., a Delaware corporation (the “Company”) and Westmoore Capital Group, Series II (the “Purchaser”). W I T N E S S E T H WHEREAS, the Company and Purchaser are parties to that certain Securities Purchase Agreement dat |
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| August 7, 2008 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT EXHIBIT 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 dated as of August 6, 2008 to that certain Employment Agreement (this ?Amendment?), between Fund.com Inc. (formerly known as Meade Technologies Inc.), a Delaware corporation (the ?Company?) and Raymond Lang, a New York resident (the ?Executive?). W I T N E S S E T H WHEREAS, the Company and Employee are parties to that certa |
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| August 7, 2008 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT EXHIBIT 10.5 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 dated as of August 6, 2008 to that certain Employment Agreement (this ?Amendment?), between Fund.com Inc., a Delaware corporation (the ?Company?) and Gregory Webster (the ?Executive?). W I T N E S S E T H WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated March 4, 2008 (the ?Original Agr |
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| August 7, 2008 |
EXHIBIT 10.6 AMENDMENT NO. 1 TO THE FUND.COM INC. (FORMERLY KNOWN AS MEADE TECHNOLOGIES, INC.) 2007 STOCK INCENTIVE PLAN Fund. com Inc. (the “Company”), having adopted the Fund.com Inc. (formerly known as Meade Technologies, Inc.) 2007 Stock Incentive Plan (the “Plan”), hereby amends the Plan as follows: 1. Section 2.13 of the Plan is hereby deleted in its entirety and replaced with the following: |
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| August 7, 2008 |
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): August 6, 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 Numbe |
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| July 11, 2008 |
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of June 30, 2008, by and among Fund. |
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| July 11, 2008 |
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): July 11, 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 |
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| May 22, 2008 |
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): May 16, 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) |
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| May 16, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2008. or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 333-128415 FUND.COM INC. (E |
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| April 18, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fund. |
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| April 16, 2008 |
Exhibit 99.5 TABLE OF CONTENTS Page EASTERN SERVICES HOLDINGS, INC. and FUND.COM INC. BALANCE SHEET (unaudited) As of December 31, 2007 and December 31, 2006 2 Pro forma Combined Financial Data EASTERN SERVICES HOLDINGS, INC. and FUND.COM INC. STATEMENTS OF OPERATIONS (unaudited) For the year ending December 31, 2007 and 2006 3 1 Pro forma combined financial data derived from the historical consol |
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| April 16, 2008 |
Exhibit 99.4 FUND.COM INC. (FORMERLY KNOW AS MEADE TECHNOLOGIES INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007 FOR THE PERIOD FROM SEPTEMBER 20, 2007 (INCEPTION) T0 DECEMBER 31, 2007 TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 CONSOLIDATED BALANCE SHEET 3 CONSOLIDATED STATEMENT OF OPERATIONS 4 CONSOLIDATED STATEMENT OF S |
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| April 16, 2008 |
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 N |
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| April 2, 2008 |
FUND.COM INC. INDEMNIFICATION AGREEMENT FUND.COM INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of this day of March, 2008 by and between Fund.com Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, the Company and Indemnitee recognize the significant cost of directors’ and officers’ liability insurance and the general reductions in the coverage of such insurance; WHEREAS, t |
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| April 2, 2008 |
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): April 2, 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 |
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| March 28, 2008 |
Gately & Associates LLC March 28, 2008 Securities and Exchanges Commission 460 Fifth Street, N. |
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| March 28, 2008 |
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): March 28, 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 Num |
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| March 28, 2008 |
1540 Broadway New York, NY 10036-4039 Tel 212.858.1000 Fax 212.858.1500 www.pillsburylaw.com By EDGAR and Hand Delivery United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Mail Stop 4561 Attn: Ms. Yolanda Crittendon, Staff Accountant March 28, 2008 Re: Fund.com Inc. Amendment No. 1 to Form 8-K, filed on March 10, 2008 File No. 333-128415 Dear Ms. |
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| March 28, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-128415 FUND.COM INC. (Formerly kno |
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| March 19, 2008 |
As filed with the Securities and Exchange Commission on March 18, 2008 Registration No. |
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| March 10, 2008 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 4, 2008, is made by and between Fund. |
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| March 10, 2008 |
CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is entered into as of March 1, 2008 by and between Fund. |
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| March 10, 2008 |
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): March 4, 2008 FUND.COM INC. (Exact name of registrant as specified in its charter) Delaware 333-121764 26-1143500 (State or other jurisdiction of Incorporation) (Commission File Number |
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| March 10, 2008 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 4, 2008, is made by and between Fund. |
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| March 10, 2008 |
CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into as of March 1, 2008 by and between Fund. |
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| March 10, 2008 |
FUND.COM INC. INDEMNIFICATION AGREEMENT FUND.COM INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of this day of March, 2008 by and between Fund.com Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, the Company and Indemnitee recognize the significant cost of directors’ and officers’ liability insurance and the general reductions in the coverage of such insurance; WHEREAS, t |
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| March 10, 2008 |
LICENSE AGREEMENT LICENSE AGREEMENT, dated as March 7, 2008 (the "Commencement Date") by and between Fund. |
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| February 7, 2008 |
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): February 1, 2008 FUND.COM INC. (Exact name of registrant as specified in its charter) Delaware 333-121764 26-1143500 (State or other jurisdiction of Incorporation) (Commission File Num |
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| February 7, 2008 |
Fund.com Inc. Names Raymond B. Lang Its Chief Executive Officer Fund.com Inc. Names Raymond B. Lang Its Chief Executive Officer Former Chief Operating Officer and Chief Compliance Officer of Clear Asset Management Inc. Joins Fund.com Inc. NEW YORK, NY-(February 4, 2008) - Fund.com Inc. (www.fund.com) (OTCBB: ESVH) announced today that Raymond B. Lang has been named Chief Executive Officer, effective immediately. Mr. Lang will replace Fund.com Inc. founder and |
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| January 17, 2008 |
SUBSCRIPTION AGREEMENT Name of Subscriber: Meade Technologies, Inc. 455 Broadway, 4th Floor New York, New York 10012 Ladies and Gentlemen: 1. Subscription. I (sometimes referred to herein as the ?Investor?) hereby subscribe for and agree to purchase [ ] Unit(s) (as defined below) of Meade Technologies, Inc, a Delaware corporation (the ?Company?), on the terms and conditions described herein and in |
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| January 17, 2008 |
THE UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF THIS AGREEMENT SUBSCRIPTION AGREEMENT Name of Subscriber EQUITIES MEDIA ACQUISTION CORP INC. |
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| January 17, 2008 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERN SERVICES HOLDINGS, INC. |
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| January 17, 2008 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 20, 2007, is made by and between Meade Technologies Inc. |
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| January 17, 2008 |
VERIFICATION OF EXECUTION OF THE FOREGOING AGREEMENT SCHEDULE AGREEMENT THIS AGREEMENT is made the 9th day of November, 2007 BETWEEN GlobalBank of Commerce Limited, a banking corporation duly incorporated under the laws of Antigua and Barbuda with registered office situated at Island House, St John’s, Antigua (the “Bank”) and Meade Capital Inc. |
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| January 17, 2008 |
AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of January 15, 2008 (the “Effective Date”), is entered into by and between Fund. |
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| January 17, 2008 |
Meade Technologies Inc 455 Broadway, 4th Floor New York, NY 10013 Meade Technologies Inc 455 Broadway, 4th Floor New York, NY 10013 October 30, 3007 Mr. |
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| January 17, 2008 |
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): January 15, 2008 FUND.COM INC. (Exact name of registrant as specified in its charter) Delaware 333-121764 26-1143500 (State or other jurisdiction of Incorporation) (Commission File Num |
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| January 17, 2008 |
BYLAWS OF MEADE TECHNOLOGIES INC. TABLE OF CONTENTS BYLAWS OF MEADE TECHNOLOGIES INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE. 1 1.2 OTHER OFFICES. 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS. 1 2.2 ANNUAL MEETING. 1 2.3 SPECIAL MEETING. 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS. 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. 2 2.6 QUORUM. 2 2.7 ADJOURNED MEETING; NOTICE. 3 2.8 CONDUCT OF BUSIN |
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| January 17, 2008 |
EXHIBIT 99.1 FUND.COM INC. (FORMERLY KNOW AS MEADE TECHNOLOGIES INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2007 FOR THE PERIOD FROM SEPTEMBER 20, 2007 (INCEPTION) TO SEPTEMBER 30, 2007 1 MEADE TECHNOLOGIES INC. (FORMERLY KNOW AS MEADE TECHNOLOGIES INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2007 FOR THE PERIOD FROM SE |
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| January 17, 2008 |
FUND.COM INC. BECOMES PUBLICLY TRADED THROUGH REVERSE MERGER WITH EASTERN SERVICES HOLDINGS, INC. FUND.COM INC. BECOMES PUBLICLY TRADED THROUGH REVERSE MERGER WITH EASTERN SERVICES HOLDINGS, INC. New York, NY,Thursday January 17, 2008 – Eastern Services Holdings, Inc. (OTC BB- ESVH.OB) (“Eastern”) today announced it has completed a reverse merger with privately held Fund.com Inc. (www.fund.com) (“Fund.com”). Fund.com intends to operate an Internet-based financial publishing, online advertising |
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| January 17, 2008 |
Fund.com Inc. a Delaware corporation List of subsidiaries EXHIBIT 21 Fund.com Inc. a Delaware corporation List of subsidiaries ? Fund.com Technologies Inc., a Delaware Corporation ? Fund.com Managed Products Inc., a Delaware Corporation ? Fund.com Capital Inc., a Delaware Corporation |
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| January 17, 2008 |
EXHIBIT 99.2 TABLE OF CONTENTS Page EASTERN SERVICES HOLDINGS, INC. and FUND.COM INC. BALANCE SHEET (unaudited) As of September 30, 2007 and December 31, 2006 2 ASSETS 2 Pro forma Combined Financial Data 3 EASTERN SERVICES HOLDINGS, INC. and FUND.COM INC. STATEMENTS OF OPERATIONS (unaudited) For the nine months ending September 30, 2007 and 2006 3 Pro forma Combined Financial Data 4 EASTERN SERVIC |
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| January 17, 2008 |
Meade Technologies Inc. 2007 Stock Incentive Plan Adopted by the Board on December 27, 2007 Approved by the Stockholders on December 27, 2007 TABLE OF CONTENTS SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 2.1 “162(m) Employee” 1 2.2 “Award” 1 2.3 “Board” 1 2.4 “Change in Control” 1 2. “Code” 2 2.6 “Committee” 2 2.7 “Company” 2 2.8 “Consultant” 2 2.9 “Disability” 2 2.10 “Employee” 2 2.11 “Exchan |
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| January 4, 2008 |
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): January 4, 2008 (January 4, 2008) EASTERN SERVICES HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-121764 30-0284778 (State or other jurisdiction of incorporation |
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| December 26, 2007 |
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): December 26, 2007 (December 21, 2007) EASTERN SERVICES HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-121764 30-0284778 (State or other jurisdiction of incorpora |
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| November 1, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File #333-121764 EASTERN SERVICES HOLDINGS, INC. (Ex |
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| August 9, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File #333-121764 EASTERN SERVICES HOLDINGS, INC. (Exact n |
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| August 7, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File #333-121764 EASTERN SERVICES HOL |
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| May 4, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File #333-121764 EASTERN SERVICES HOLDINGS, INC. (Exact |
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| March 7, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-128415 EASTERN SERVICES HOLDINGS, |
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| March 7, 2007 |
EASTERN SERVICES HOLDINGS, INC. FINANCIAL CODE OF ETHICS EASTERN SERVICES HOLDINGS, INC. FINANCIAL CODE OF ETHICS As a public company, it is of critical importance that Eastern Services Holdings, Inc. (?Grant?) filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with Grant, employees may be called upon to provide information to assure that Grant?s public reports are complete, fair, and understandable. |
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| November 2, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File #333-121764 EASTERN SERVICES HOLDINGS, INC. (Ex |
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| September 20, 2006 |
EASTERN SERVICES HOLDINGS, INC. 1221 Ocean Avenue #1202 Santa Monica, California 90401 (310) 587-0029 September 20, 2006 U.S. Securities & Exchange Commission Office of Small Business 450 Fifth Street NW Washington, D.C. 20549 Re: EASTERN SERVICES HOLDINGS, INC. File No. 333-128451 Dear Sir/Madam: Request is hereby made for the acceleration of the effective date of our Registration Statement on Fo |
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| September 20, 2006 |
SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO. |
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| August 30, 2006 |
SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO. |
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| August 30, 2006 |
August 30, 2006 Ms. Rebekah J. Toton Division of Corporate Finance U.S. Securities & Exchange Commission Mail Stop 4561 Washington, D.C. 20549 RE: Eastern Services Holdings, Inc. Amendment No. 4 to Registration Statement filed on Form SB-2 Filed on July 12, 2006 File No. 333-128415 Dear Ms. Toton: We represent Eastern Services Holdings, Inc. (the “Company”). We are in receipt of your letter dated |
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| July 12, 2006 |
SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO. |
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| July 12, 2006 |
July 12, 2006 Ms. Rebekah J. Toton Division of Corporate Finance U.S. Securities & Exchange Commission Mail Stop 4561 Washington, D.C. 20549 RE: Eastern Services Holdings, Inc. Amendment No. 3 to Registration Statement filed on Form SB-2 Filed on February 15, 2006 File No. 333-128415 Dear Ms. Toton: We represent Eastern Services Holdings, Inc. (the “Company”). We are in receipt of your letters dat |
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| February 15, 2006 |
No. Name of Offeree CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM - EASTERN SERVICES HOLDINGS, INC. - 400,000 Shares Common Stock Offering Price: $.10 Per Share - Eastern Services Holdings, Inc., also known as "Eastern Services", "we" or "us," is offering for sale to persons who qualify as "accredited investors" (as hereinafter defined) and to a limited number of sophisticated investors, a maximum of |
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| February 15, 2006 |
SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO. |
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| February 15, 2006 |
February 14, 2006 Ms. Rebekah Toton Division of Corporate Finance U.S. Securities & Exchange Commission Mail Stop 0511 Washington, D.C. 20549 Re: Eastern Services Holdings, Inc. Registration Statement on the Form SB-2, as amended Filed November 10, 2005 File No. 333-128415 Dear Ms. Toton: We represent Eastern Services Holdings, Inc. (“Eastern” or the “Company”). We are in receipt of your letter da |
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| November 10, 2005 |
SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO. |
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| October 25, 2005 |
October 25, 2005 VIA FEDERAL EXPRESS Ms. Barbara Jacobs, Esq. Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Eastern Services Holdings, Inc. Registration Statement on Form SB-2 Filed on September 19, 2005 File No. 333-128415 Dear Ms. Jacobs: We represent Eastern Services Holdings, Inc. (“Eastern” or the “Company”). We are in receip |
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| October 25, 2005 |
SECURITIES AND EXCHANGE COMMISSION ================================== AMENDMENT NO. |
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| September 19, 2005 |
BY-LAWS ARTICLE I The Corporation Section 1. Name. The legal name of this corporation (hereinafter called the ?Corporation?) is EASTERN SERVICES HOLDINGS, INC. Section 2. Offices. The Corporation shall have its principal office in the State of Delaware. The Corporation may also have offices at such other places within and without the United States as the Board of Directors may from time to time ap |
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| September 19, 2005 |
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among Eastern Service Holdings Inc. |
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| September 19, 2005 |
CERTIFCATE OF INCORPORATION FIRST: The name of this corporation shall be: EASTERN SERVICES HOLDINGS, INC. |
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| September 19, 2005 |
EASTERN SERVICES HOLDINGS, INC. OPTION AGREEMENT EASTERN SERVICES HOLDINGS, INC. OPTION AGREEMENT THIS AGREEMENT (this “Agreement”) is entered into as of September , 2005 (the “Date of Grant”), by and between EASTERN SERVICES HOLDINGS, INC., a Delaware corporation (the “Company” or “Optionor”), and AHKEE RAHMAN. (the “Optionee”). RECITALS A. The Optionor and Optionee have agreed that the Optionee will have the right to purchase a total of 500,00 |
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| September 19, 2005 |
SECURITIES AND EXCHANGE COMMISSION ================================== FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ================================== EASTERN SERVICES HOLDINGS, INC. |
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| September 19, 2005 |
Subsidiaries: • Eastern Services Group, Inc. |
