Fund/Com Inc · 8-K · For 1/11/08 · EX-99.1
Filed On 1/17/08 3:23pm ET · SEC File 333-128415 · Accession Number 1213900-8-113
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
1/17/08 Fund/Com Inc 8-K{1,2,3,5 1/11/08 14:263 TP Electronic F..Corp/FA
Current Report · Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 244K
2: EX-2.1 Agreement and Plan of Merger HTML 124K
3: EX-3.1 Amended and Restated Certificate of Incorporation HTML 27K
4: EX-3.2 By-Laws HTML 169K
5: EX-4.1 Form of Common Stock Subscription Agreement HTML 137K
6: EX-4.2 Subscription Agreement HTML 80K
7: EX-10.1 Stock Incentive Plan HTML 146K
8: EX-10.2 Employment Agreement HTML 47K
9: EX-10.3 Employment Agreement HTML 13K
10: EX-10.4 Certificate of Deposit Agreement HTML 28K
11: EX-21.1 Subsidiaries of the Registrant HTML 7K
12: EX-99.1 Financial Statements of Fund.Com, Inc. HTML 105K
13: EX-99.2 Pro Forma Combined Financial Data HTML 147K
14: EX-99.3 Press Release HTML 13K
EX-99.1 · Financial Statements of Fund.Com, Inc.
This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
| f8k011108ex99a_eastern.htm |
EXHIBIT
99.1
FUND.COM
INC.
(FORMERLY
KNOW AS MEADE TECHNOLOGIES INC.)
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS
MEADE
TECHNOLOGIES INC.
(FORMERLY
KNOW AS MEADE TECHNOLOGIES INC.)
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS
TABLE
OF
CONTENTS
| |
Page |
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
3
|
| |
|
|
CONSOLIDATED
BALANCE SHEET
|
4
|
| |
|
|
CONSOLIDATED
STATEMENT OF OPERATIONS
|
5
|
| |
|
|
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
|
6
|
| |
|
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
7
|
| |
|
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
8
|
[Letterhead
of Jewett, Schwartz, Wolfe & Associates
Certified
Public Accountants]
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Shareholders of
Meade
Technologies Inc.
We
have
audited the accompanying consolidated balance sheet of Meade Technologies Inc.
(A Development Stage Company) as of September 30, 2007 and the related
statements of operations, changes in shareholders’ equity and cash flows for the
period from September 20, 2007 (inception) through September 30,
2007. This financial statement is the responsibility of the Company’s
management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts in the
financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above presents fairly, in all
material respects, the financial position of Meade Technologies Inc, (A
Development Stage Company) as of September 30, 2007 and the results of its
operations and its cash flows for the period then ended, in conformity with
accounting principles generally accepted in the United States of
America.
/s/Jewett,
Schwartz, Wolfe & Associates
Hollywood,
Florida
MEADE
TECHNOLOGIES INC.
(A
Development Stage Company)
CONSOLIDATED
BALANCE
SHEET
| |
|
|
|
|
ASSETS
|
|
|
|
| |
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
$ |
- |
|
| |
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
- |
|
| |
|
|
|
|
| |
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
| |
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
|
- |
|
| |
|
|
|
|
|
TOTAL
LIABILITIES
|
|
$ |
- |
|
| |
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
| |
|
|
|
|
|
STOCKHOLDERS’
EQUITY:
|
|
|
|
|
Preferred
stock,
$0.001 par value, 5,000,000 shares authorized; zero
|
|
|
|
|
shares
issued
and outstanding
|
|
|
- |
|
Common
stock,
$0.00001 par value, 105,000,000 shares authorized;
|
|
|
|
|
zero
shares
issued and outstanding
|
|
|
- |
|
Total
stockholders’
equity
|
|
|
- |
|
| |
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$ |
- |
|
The
accompanying notes are an integral part of these consolidated financial
statements
MEADE
TECHNOLOGIES INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENT OF OPERATIONS
| |
|
|
|
|
For
the Period from
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
(inception)
to
|
|
| |
|
2007
|
|
|
|
|
| |
|
|
|
|
|
|
|
REVENUES
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
COST
OF GOODS SOLD
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
OPERATING
INCOME
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
OTHER
EXPENSES
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
INCOME
TAX PROVISION
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
NET
INCOME
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
Weighted
Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Earnings
per share:
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$ |
- |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements
MEADE
TECHNOLOGIES INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
| |
|
(Par
value $0.00001)
Common
Stock
|
|
|
(Par
value $0.001)
Preferred
Stock
|
|
|
Additional
|
|
|
Retained
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes re an integral pans or these consolidated financial
statements
MEADE
TECHNOLOGIES INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENT OF CASH FLOWS
FOR
THE PERIOD ENDED SEPTEMBER 30,2007
| |
|
|
|
|
For
the Period
(inception)
to
|
|
| |
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
- |
|
|
$ |
- |
|
|
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
Changes
in assets and liabilities:
|
|
|
- |
|
|
|
- |
|
| Net
cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
| Net
cash provided
by (used in) investing activities |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
| Net
cash provided
by (used in) financing activities |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
INCREASE
IN CASH
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
CASH,
BEGINNING OF YEAR
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
CASH,
END OF YEAR
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements
MEADE
TECHNOLOGIES INC.
(A
Development Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1
-ORGANIZATION
The
consolidated financial statements of Meade Technologies Inc. include the
accounts of its wholly owned subsidiaries, Meade Online Technologies Inc.
(“MOT”), Meade Managed Products Inc. (“MMP”) and Meade Capital Inc.
(“MC”).
On
September 20, 2007, Meade Technologies Inc. (A Development Stage Company) (“the
Company”) was incorporated in the state of Delaware. The Company is a
development stage company. The Company has not begun the process of
operating this business and is still in the process of researching and
developing its business and raising capital.
On
September 27, 2007, Meade Online Technologies Inc. was incorporated in the
state
of Delaware. MOT is a wholly owned operating subsidiary of Meade
Technologies Inc. and it was established to acquire the domain name “fund.com“
and other related intellectual property and assets. The subsidiary
will be responsible for operating fund.com’s internet properties.
On
September 27, 2007, Meade Managed Products Inc. was incorporated in the state
of
Delaware. MMP is a wholly owned operating subsidiary of Meade
Technologies Inc. that focuses on asset management advisory services and related
products.
On
September 27, 2007, Meade Capital Inc. was incorporated in the state of
Delaware. MC is a wholly owned operating subsidiary of MMP that
serves as an investment vehicle for the purposes of making active (non-passive)
investments in other financial institutions, fund management companies or,
in
certain instances, products offered or managed by either.
NOTE
2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States of
America. Significant accounting policies are as follows:
Basis
of
Presentation
The
Company has not produced any revenue from its principal business and is a
development stage company as defined by the Statement of Financial Accounting
Standards (SFAS) No. 7 “Accounting and Reporting by Development Stage
Enterprises.”
Principles
of
Consolidation
The
consolidated financial statements include the accounts of Meade Technologies,
Inc. and its wholly owned subsidiaries. All material intercompany
accounts and transactions are eliminated in consolidation.
Use
of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements. These estimates and assumptions also affect
the reported amounts of revenues, costs and expenses during the reporting
period. Management evaluates these estimates and assumptions on a
regular basis. Actual results could differ from those
estimates.
Revenue
Recognition
The
Company recognizes product revenue in accordance with Staff Accounting Bulletin
(SAB) No. 104, “Revenue Recognition in Financial Statement” which established
that revenue can be recognized when persuasive evidence of an arrangement
exists, the product has been shipped, all significant contractual obligations
have been satisfied and collection is reasonably assured.
Cash
and Cash
Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents. At September 30, 2007,
there were no cash and cash equivalents. Cash and cash equivalents
are defined to include cash on hand and cash in the bank.
Property
and
Equipment
Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using principally the straight-line method. When
items are retired or otherwise disposed of, income is charged or credited for
the difference between net book value and proceeds realized
thereon. Ordinary maintenance and repairs are charged to expense as
incurred, and replacements and betterments are capitalized. The range
of estimated useful lives to be used to calculate depreciation for principal
items of property and equipment are as follow:
|
|
Depreciation/
Amortization
Period
|
|
Furniture
and Fixture
|
3
Years
|
|
Office
equipment
|
3
Years
|
|
Leasehold
improvements
|
5
Years
|
Advertising
Costs
All
advertising costs are charged to expense as incurred. There was no
advertising expense for the period ended September 30, 2007.
Research
and
Development
Costs
are
expensed as incurred. There were no research and development expense
for the period ended September 30, 2007.
Income
Taxes
Deferred
income taxes are recognized based on the provisions of SFAS No. 109, “Accounting
for Income Taxes” (“SFAS 109”) for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable
income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.
Earnings
Per
Share
Basic
earnings per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during
the reporting period. Diluted earnings per share reflects the
potential dilution that could occur if stock options and other commitments
to
issue common stock were exercised or equity awards vest resulting in the
issuance of common stock that could share in the earnings of the
Company. As of September 30, 2007, there were no potential dilutive
instruments that could result in share dilution.
Fair
Value of Financial
Instruments
The
fair
value of a financial instrument is the amount at which the instrument could
be
exchanged in a current transaction between willing parties other than in a
forced sate or liquidation.
The
carrying amounts of financial instruments, including cash, accounts payable
and
accrued expenses approximate fair value because of the relatively short maturity
of the instruments. As of September 30, 2007 the Company had no
financial instruments.
Recent
Accounting
Pronouncements
Recent
accounting pronouncements that the Company has adopted or will be required
to
adopt in the future are summarized below.
In
February 2007, the PASS issued SEAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”), which provides
companies with an option to report selected financial assets and liabilities
at
fair value with the changes in fair value recognized in earnings at each
subsequent reporting date. SFAS 159 provides an opportunity to
mitigate potential volatility in earnings caused by measuring related assets
and
liabilities differently, mid it may reduce the need for applying complex hedge
accounting provisions. If elected, SFAS 159 is effective for fiscal
years beginning after November 15, 2007. Management is currently
evaluating the impact that this statement may have on the Company results
consolidated of operations and financial position, and has yet to make a
decision on the elective adoption of SFAS 159.
In
October 10, 2006 FASB Staff Position issued FSP FAS 123(R)-5 “Amended of FASB
Staff Position FAS 123(R)-1 “Classification and Measurement of Freestanding
Financial Instruments Originally issued in Exchange of Employee Services under
FASB Statement No. 23(R)”. The FSP provides that instruments that
were originally issued as employee compensation mid then modified, and that
modification is made to the terms of the instrument solely to reflect an equity
restructuring that occurs when the holders are no longer employees, then no
change in the recognition or the measurement (due to a change in classification)
of those instruments will result if both of the following conditions are met:
(a). There is no increase in fair value of the award (or the ratio of
intrinsic value to the exercise price of the award is preserved, that is, the
holder is made whole), or the antidilution provision is not added to the terms
of the award in contemplation of an equity restructuring; and
(b). All holders of the same class of equity instruments (for
example, stock options) are treated in the same manner. The
provisions in this FSP shall be applied in the first reporting period beginning
after the date the FSP is posted to the FASB website. The Company
does not expect the adoption of FSP FAS 123(R)-5 to have a material impact
on
its consolidated results of operations and financial condition.
In
September 2006, the FASB issued SPAS No. 157, “Fair Value Measurements” (SFAS
157). SFAS 157 provides guidance for using fair value to measure
assets and liabilities. SFAS 157 addresses the requests from
investors for expanded disclosure about the extent to which companies measure
assets and liabilities at fair value, the information used to measure fair
value
and the effect of fair value measurements on earnings. SFAS 157
applies whenever other standards require (or permit) assets or liabilities
to be
measured at fair value, and does not expand the use of fair value in any new
circumstances. SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and will be adopted by the
Company in the first quarter of fiscal year 2009. The Company is
unable at this time to determine the effect that its adoption of SFAS 157 will
have on its consolidated results of operations and financial
condition.
In
September 2006, the Commission issued Staff Accounting Bulletin No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements” (SAB 108). SAB
108 provides guidance on the consideration of the effects of prior year
misstatements in quantifying current year misstatements for the purpose of
a
materiality assessment. SAB 108 establishes an approach that requires
quantification of financial statement errors based on the effects of each on
a
company’s balance sheet and statement of operations and the related financial
statement disclosures. Early application of the guidance in SAB 108
is encouraged in any report for an interim period of the first fiscal year
ending after November 15, 2006. The Company does not expect the
adoption of SAB 108 to have a material impact on its consolidated results of
operations and financial condition.
In
July
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109” (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes
by prescribing the recognition threshold a tax position is required to meet
before being recognized in the financial statements. It also provides
guidance on derecognition, classification, interest and penalties, accounting
in
interim periods, disclosure and transition. The cumulative effects,
if any, of applying FIN 48 will be recorded as an adjustment to retained
earnings as of the beginning of the period of adoption. FIN 48 is
effective for fiscal years beginning after December 15, 2006, and the Company
is
required to adopt it in the first quarter of fiscal year 2008. The
Company is currently evaluating the effect that the adoption of FIN 48 will
have
on its consolidated results of operations and financial condition and is not
currently in a position to determine such effects, if any.
In
June
2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-3 (EITF
06-3), “How Taxes Collected from Customers and Remitted to Governmental
Authorities Should Be Presented in the Income Statement (That Is, Gross versus
Net Presentation).” EITF 06-3 applies to any tax assessed by a
governmental authority that is directly imposed on a revenue producing
transaction between a seller and a customer. EITF 06-3 allows
companies to present taxes either gross within revenue and expense or
net. If taxes subject to this issue are significant, a company is
required to disclose its accounting policy for presenting taxes and the amount
of such taxes that are recognized on a gross basis. EITF 06-3 is
required to be adopted during the first quarter or fiscal year
2008. The Company is a development stage and taxes are currently not
material to the Company’s consolidated financial statements.
In
March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets -— an amendment of FASB Statement No. 140” (“SFAS 156”). SPAS
156 requires an entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial asset by entering
into a servicing contract in specific situations. Additionally, the
servicing asset or servicing liability is initially measured at fair value;
however, an entity may elect the “amortization method” or “fair value method”
for subsequent reporting periods. SFAS 156 is effective beginning
Fiscal year 2008. The Company does not expect the adoption of SFAS
156 to have a material effect on its consolidated results of operations and
financial condition.
In
May
2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
“Accounting Changes and Error Corrections” (SFAS 154), which replaces Accounting
Principles Board (APB) Opinion No. 20, “Accounting Changes,” and SFAS No. 3,
“Reporting Accounting Changes in Interim Financial Statements - An Amendment
of
APB Opinion No. 28.” SFAS 154 provides guidance on the accounting for
and reporting of accounting changes and error corrections, and it establishes
retrospective application, or the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of
a
correction of an error. SFAS 154 is effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005. The Company has adopted SFAS 154 in the first quarter of fiscal
year 2007 and does not expect it to have a material impact on its consolidated
results of operations and financial condition.
NOTE
4 --
SUBSEQUENT EVENT
Equity
The
issuances consisted of the follows:
|
•
|
18,700,000
shares common stock to its founders totaling $1,564;
|
|
•
|
5,000,000
shares common stock and 2,500,000 shares preferred series A through
private placement for $2.00 per unit totaling $10,000,000;
|
|
•
|
10,050,500
shares common stock through a second private placement for $2.00
per share
totaling $20,101,000.
|
Cash
proceeds of $20,000,000 were deposited into a fixed Certificate of Deposit
with
an interest rate of 5.00% per annum, for a term of three years.
Intellectual
Property
Asset:
The
Company acquired the domain name “fund.com“ and other intangible assets related
to intellectual property and trademarks for a total cost of
$9,999,950.
12
Dates Referenced Herein and Documents Incorporated By Reference
| This 8-K Filing | | Date | | Other Filings |
|---|
| |  |
| | 12/15/05 |
| | 10/10/06 |
| | 11/15/06 |
| | 12/15/06 |
| | 9/20/07 |
| | 9/27/07 |
| | 9/30/07 | | 10QSB |
| | 11/9/07 |
| | 11/15/07 |
| | 11/30/07 |
| For The Period Ended | | 1/11/08 |
| Filed On / Filed As Of | | 1/17/08 |
| |
| Top | | List All Filings |
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Copyright © 2009 Fran Finnegan & Company. All Rights Reserved.
About – Privacy – Redactions – Help —
Sun, 5 Jul 00:43:05.2 GMT 