-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TnWo9P2FOgy6zMuAqbQ0/YsvSblFNocBLjIEuLa87/mLmUkIuIJdyP5Sqf82B2qg x7MnKn1x6Hr7UXEwmE/vjg== 0001500771-10-000006.txt : 20100909 0001500771-10-000006.hdr.sgml : 20100909 20100909122607 ACCESSION NUMBER: 0001500771-10-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100909 DATE AS OF CHANGE: 20100909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FUND.COM INC. CENTRAL INDEX KEY: 0001335795 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 300284778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85407 FILM NUMBER: 101063822 BUSINESS ADDRESS: STREET 1: 14 WALL STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-618-1633 MAIL ADDRESS: STREET 1: 14 WALL STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: EASTERN SERVICES HOLDINGS, INC. DATE OF NAME CHANGE: 20050810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COS Capital Partners I, LLC CENTRAL INDEX KEY: 0001500771 IRS NUMBER: 271641694 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 102 SOUTH TEJON STREET STREET 2: SUITE 430 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 BUSINESS PHONE: 719-339-9660 MAIL ADDRESS: STREET 1: 102 SOUTH TEJON STREET STREET 2: SUITE 430 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 SC 13D 1 attcos.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Fund.com, Inc. (Name of Issuer) Class A Common Stock, par value $.001 (Title of Class of Securities) 360769 103 (CUSIP Number) COS Capital Partners I, LLC Attn.: Jason D. Huntley 102 South Tejon Street, Suite 430 Colorado Springs, Colorado 80903 (719) 339-9660 (Name, Address and Telephone number of Person Authorized to Receive Notices and Communications) February 10, 2010 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss240.13d-1(e), 240.13f-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 360769 103 Schedule 13D 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). COS Capital Partners I, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions). WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). N/A 6. Citizenship or Place of Organization. Colorado, United States of America Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power. 9,047,619 8. Shared Voting Power. 0 9. Sole Dispositive Power. 9,047,619 10. Shared Dispositive Power. 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,047,619 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A 13. Percent of Class Represented by Amount in Row (11). 8% 14. Type of Reporting Person (See Instructions). OO Item 1. Security and Issuer This statement on Schedule 13D relates to Class A Common Stock, par value $.001 ("Common Stock") of Fund.com Inc., a Delaware corporation ("Fund.com"). Fund.com's principal executive offices are located at 14 Wall Street, 20th Floor, New York, New York 10005. Item 2. Identity and Background (a) The name of the reporting person is COS Capital Partners I, LLC ("COS"). (b) The business address of the reporting person is: 102 South Tejon Street, Suite 430 Colorado Springs, Colorado 80903 (c) N/A (d) No (e) No (f) COS is organized in Colorado, United States of America Item 3. Source and Amount of Funds or Other Consideration COS purchased the shares for $1,900,000. The funds used to acquire the shares have come from the working capital of COS. Item 4. Purpose of Transaction All shares of Fund.com were acquired in private transactions for investment purposes. COS granted to Recovery Capital, Inc. ("Recovery Capital") an irrevocable option to purchase COS's shares of Fund.com, exercisable upon written notice on or prior to June 30, 2010. Recovery Capital gave written notice of such exercise to COS prior to June 30, 2010. Additionally, through December 31, 2010, COS has the irrevocable right to sell its shares of Fund.com to Rineon Group, Inc. COS intends to dispose of its shares in one or more transactions prior to December 31, 2010 in compliance with Rule 144. COS reserves the right to acquire additional securities of Fund.com in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in Fund.com securities, or to change its intention with respect to any or all of the matters referred to in this Item 4. Other than as described above in this Item 4, COS does not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D. Item 5. Interest in Securities of the Issuer (a) COS owns 9,047,619 shares of Class A Common Stock of Fund.com., and such shares represent the beneficial ownership of approximately 8% of the Class A Common Stock of Fund.com issued and outstanding. (b) COS has the sole power to vote and dispose of 9,047,619 shares of Class A Common Stock. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer COS granted to Recovery Capital an irrevocable option to purchase COS's shares of Fund.com, exercisable upon written notice on or prior to June 30, 2010. Recovery Capital gave written notice of such exercise to COS prior to June 30,2010. Additionally, through December 31, 2010, COS has the irrevocable right to sell its shares of Fund.com to Rineon Group, Inc. Item 7. Material to Be Filed as Exhibits Agreement dated January 5, 2010, among Fund.com, Huntley Family Investments, LLC,Recovery Capital, Rineon Group, Inc., and IP Global Investors, Ltd. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 1, 2010 COS Capital Partners I, LLC By: Huntley Family Investments, LLC, as Managing Member By: Jason D. Huntley Name and Title: Jason D. Huntley, Manager EX-1 2 attex.txt EXHIBIT 1 - 1/5/10 AGREEMENT FUND.COM, INC. Attn: Gregory Webster, President 14 Wall Street New York, New York 10004 January 5, 2010 Mr. Jason D. Huntley, Manager HUNTLEY FAMILY INVESTMENTS, LLC 1067 SE Crestlane Drive College Place, WA 99324 Re: Option to Purchase Shares of Fund.com, Inc. Gentlemen: Reference is made to the option agreement, dated August 28, 2009 among Fund.com, IP Global Investors Ltd ("IPG") and Equities Media Acquisition Corp. Inc. ("EMAC"), pursuant to which IPG and EMAC or any of their individual or collective designees (the "Optionholder") have the irrevocable right and option (the "Purchase Option") to purchase, at any time or from time to time, commencing on the Closing Date and ending on or before December 31, 2009 (the "Option Period") for one or more cash payment(s) aggregating up to $5,000,000, that number of shares of Class A Common Stock of Fund.com (the "Option Shares") as shall be determined by dividing (a) the aggregate amount paid in cash by any one or more Optionholder to Fund.com on each occasion during the Option Period that the Purchase Option is exercised by such Optionholder, by (b) twenty-one cents ($0.21) per share (the "Option Price"). A true copy of the Option Agreement is attached hereto as Exhibit. By its execution of this letter, IPG confirms that EMAC has previously assigned the Option solely to IPG and that IPG has assigned the Option to Recovery Capital, Inc. ("Recovery Capital") or its designees. Accordingly, for all purposes of this Agreement, Recovery Capital is the present Optionholder. By its execution of this letter, FNDM hereby agrees to extend the Option Period to January 31, 2010. Fund.com now seeks additional funds to enable it to expand its exchange traded fund business through its AdvisorShares, LLC subsidiary, and to consummate one or more strategic investments. Because of this, and because Recovery Capital is unable to exercise the Purchase Option during the Option Period, Recovery Capital hereby agrees to assign to Huntley Family Investments, LLC or its designees (the "Huntley Group") the entire Purchase Option, and the Huntley Group is interested in exercising the Purchase Option and purchase, for up to $5,000,000, shares of the publicly traded Common Stock of Fund.com free and clear of any liens and encumbrances. 1. Assignment of Purchase Option. Recovery Capital does hereby agree to assign to the Huntley Group all of its rights under the Purchase Option for a period that shall expire at 5:00 p.m. (Eastern Standard Time) on January 31, 2010 (the "Huntley Option Period"). In the event and to the extent that the Huntley Group does not timely exercise the Purchase Option (in the manner provided herein) by the expiration of the untley Option Period, the foregoing assignment of the Purchase Option shall expire and be of no further force or effect and no member of the Huntley Group shall thereafter be deemed to be an Optionholder under this Agreement. Upon the Huntley Group's execution of this Purchase Option, Fund.com shall cause one or more stock certificates evidencing up to the 23,809,524 Option Shares to be issued to the Huntley Group by not later than February 15, 2010. 2. Call Option. In the event and to the extent that the Huntley Group shall timely exercise all or any portion of the Purchase Option and purchase up to 23,809,524 Option Shares in accordance with Section 1 above, the Huntley Group hereby grants unto Recovery Capital or its designees (with Recovery, the "Recovery Group") an irrevocable option (the "Call Option"), exercisable in whole or in part by the Recovery Group at any time commencing February 1, 2010 and ending March 31, 2010 (the "First Call Option Period") to purchase all or any portion of the Option Shares from the Huntley Group for a purchase price of $0.50 per share (the "First Call Option Price"), or at any time commencing April 1, 2010 and ending June 30, 2010 (the "Second Call Option Period") for a purchase price of $0.75 per share (the "Second Call Option Price"). The Call Option may be exercised on one or more occasions during the First Call Option Period or the Second Call Option Period by written notice given by the Recovery Group to the Huntley Group (the "Call Option Notice"). In the event and to the extent that the Recovery Group shall timely exercise the Call Option, it shall pay to the Huntley Group in cash or by wire transfer of immediately available funds an amount equal to (i) the number of Option Shares purchased upon exercise of the Call Option multiplied by (ii) the Call Option Price per share, within ten (10) Business Days after the Recovery Group's delivery of the Call Option Notice to the Huntley Group of exercise of the Call Option. Upon receipt of the foregoing payment, the Huntley Group shall cause to deliver to the Recovery Group stock certificates evidencing all, and not less than all, of the Option Shares being purchased upon exercise of such Call Option, duly endorsed for transfer to the Recovery Group. 3. Put Option. In the event and to the extent that (i) the Huntley Group shall timely exercise the Purchase Option in accordance with Section 1 above, and (ii) the First and Second Call Option Periods shall have expired without the Recovery Group having purchased up to the 23,809,524 Option Shares at the First or Second Call Option Price, whichever is applicable, from the Huntley Group, to the extent that the Huntley Group shall continue to own of record any Option Shares, during the five (5) month period commencing July 31, 2010 and ending December 31, 2010 (the "Put Option Period"), the Huntley Group shall have the irrevocable right and option, but not the obligation (the "Put Option") to sell to Rineon Group, Inc., a Nevada corporation ("Rineon") and, by its execution of this Agreement, Rineon shall be obligated to purchase, for a purchase price of $0.25 per Option Share (the "Put Option Price"), all and not less than all of the remaining Option Shares owned by the Huntley Group during the Put Option Period. Unless otherwise agreed by Rineon, the Put Option may be exercised on only one occasion during the Put Option Period, and may be exercised by written notice given by the Huntley Group to Rineon (the "Put Option Notice"). In the event and to the extent that the Huntley Group shall timely exercise the Put Option, Rineon shall pay to the Huntley Group in cash or by wire transfer of immediately available funds an amount equal to the number of Option Shares required to be purchased upon exercise of the Put Option multiplied by the Put Option Price per share, within ten (10) Business Days after the Huntley Group's delivery of the Put Option Notice to Rineon of exercise of the Put Option. Upon receipt of the foregoing payment, the Huntley Group shall deliver to Rineon stock certificates evidencing all, and not less than all, of the Option Shares being purchased upon exercise of such Put Option, duly endorsed for transfer to Rineon. 4. Additional agreement of the Parties. Each of Fund.com, the Huntley Group, the Recovery Group and Rineon (collectively, the "Parties") do hereby agree, as follows: 4.1. Allocation of the Options. The Purchase Option, the Call Option and the Put Option (collectively, the "Options") may be exercised by and among the Optionholder in such amounts or proportions as such Optionholder shall advise the other Parties in writing. 4.2. No Defaults. At the time of exercise of the Option, and as a condition to such exercise, all defaults, if any, under any loan agreement or other secured debt obligations of FNDM owed to IPG or EMAC shall have been cured or waived, and the Huntley Group shall receive an opinion of counsel to FNDM to such effect. 4.3. Waivers. The waiver of a breach of this agreement or the failure of any Party hereto to exercise any right under this agreement shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this agreement. 4.4. Amendment. This agreement may be amended or modified only by an instrument of equal formality signed by the Parties or the duly authorized representatives of the respective parties. 4.5. Assignment. This agreement is not assignable except by operation of law or agreement of the Parties; provided that the Recovery Group may assign any portion of its rights under the Call Option to any entity or other person; each of whom shall be deemed an Optionholder hereunder; provided, that any such assignment by the Recovery Group shall not relieve it of its respective obligations under the Call Option. 4.6. Notice. Until otherwise specified in writing, the mailing addresses and fax numbers of the parties of this agreement shall be made to the addresses set forth in this Agreement. Any notice or statement given under this agreement shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at such other address which shall have been furnished in writing to the addressor. 4.7. Governing Law. This agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of the State of Delaware, thereby precluding any choice of law rules which may direct the application of the laws of any other jurisdiction. 4.8. Publicity. No publicity release or announcement concerning this agreement or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance by the other party. 4.9. Entire agreement. This Agreement contains the entire agreement among the Parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, written or oral, with respect hereof. 4.10. Headings. The headings in this agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 4.11. Severability of Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or provision of this agreement shall in no way affect the validity or enforcement of any other provision or any part thereof. 4.12. Counterparts. This agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. 4.13. Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the Parties, their respective heirs, administrators, executors, successors and assigns. If the foregoing accurately represents the substance of our mutual agreement and understanding, please so indicate by executing and returning a copy of this agreement in the space provided below. Very truly yours, FUND.COM INC. By: Gregory Webster President and CEO ACCEPTED AND AGREED TO: HUNTLEY FAMILY INVESTMENTS, LLC By: Jason Huntley, Manager RECOVERY CAPITAL, INC. Address: 1353 Old Temescal Road, Suite 108 Corona, CA 92881 By: Matthew Jennings, Chief Executive Officer RINEON GROUP, INC. Address: 08 Royal Street, Imperial Saskatchewan, Canada S0G 2J0 By: Michael Hlavsa, Chief Financial Officer The foregoing assignment of the Option is acknowledged and agreed: IP GLOBAL INVESTORS, LTD. Address: 499 N. Canon Beverly Hills, CA 90210 By: Meghann McEnroe, President -----END PRIVACY-ENHANCED MESSAGE-----