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 known as Eastern
Services Holdings, Inc.)


(Exact
name of registrant as specified in its charter)




Delaware
            30-0284778(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)455
      Broadway, 4th
      Floor
              New
      York, NY
            10013(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
      telephone number, including area code
            (212)  625-3591




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:None




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o





State
issuer’s revenues for its most recent fiscal year: $10,000.





Aggregate
market value of the voting and non-voting common stock held by non-affiliates of
the Company as of March 26, 2008: $109,377,313







Number of
shares of the registrant’s common stock outstanding as of March 26, 2008: 
43,612,335 shares of Class A Common Stock and 6,387,665 shares of Class B Common
Stock.















TABLE
OF CONTENTS








Part
      IItem
      1.
            Description
      of Business.
            1Item
      2.
            Description
      of Property.
            5Item
      3.
            Legal
      Proceedings.
            5Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            5Part
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters.
            5Item
      6.
            Management’s
      Discussion and Analysis.
            6Item
      7.
            Financial
      Statements.
            9Item
      8.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            9Item
      8A.
            Controls
      and Procedures.
            9Item
      8B.
            Other
      Information.
            10Part
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.
            10Item
      10.
            Executive
      Compensation.
            12Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and
      Related  Stockholder Matters.
            13Item
      12.
            Certain
      Relationships and Related Transactions.
            13Item
      13.
            Exhibits.
            13Item
      14.
            Principal
      Accountant Fees and Services.
            14Signatures
            
            15








i








Forward-Looking
Statements and Associated Risks




The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Some statements contained in this annual
report on Form 10-K that are not historical facts (including without limitation
statements to the effect that we "believe," "expect," "anticipate," "plan,"
"intend," "foresee," or other similar expressions) are forward-looking
statements. These forward-looking statements are based on our current
expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us
will be those anticipated by us. All comments concerning our expectations for
future revenue and operating results are based on our forecasts of our plan of
operation and do not include the potential impact of any future acquisitions or
operations. These forward-looking statements involve significant risks and
uncertainties (some of which are beyond our control) and assumptions. Should one
or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from
those projected in the forward-looking statements.




PART I


Item 1.  Description of
Business.





The
predecessor to our company was incorporated under the laws of the State of
Delaware on November 5, 2004. Our principal executive office is located at 455
Broadway, 4thFloor,
New York, New York 10013.  Our telephone number is
(212)  625-3591.  We maintain a website at www.fund.com.  This
website, and the information contained therein, are not part of this current
report.





The
Merger





Prior to
January 15, 2008, we were known as Eastern Services Holdings, Inc., a Delaware
corporation (“Eastern”).  On January 15, 2008, Fund.com Inc., a
Delaware corporation, merged (the “Merger”) with and into us pursuant to an
Agreement and Plan of Merger, dated as of January 15, 2008 (the “Merger
Agreement”). In connection with the merger we changed our name to Fund.com Inc.
(the “Surviving Corporation”).   Pursuant to the Merger
Agreement, each share of common stock, par value $0.00001 per share of Fund
(“Fund Common Stock”) was converted into the right to receive .1278 validly
issued, fully paid and non-assessable shares of Class A Common Stock of the
Surviving Corporation; provided, however, if a holder of Fund Common Stock also
held Series A Preferred Stock, par value $.001 per share, of Fund (“Fund
Preferred Stock”) then each share of Fund Common Stock held by such holder was
converted into the right to receive .1278 validly issued, fully paid and
non-assessable shares of Class B Common Stock (and Fund Preferred Stock held by
such holder was cancelled).  Also pursuant to the Agreement, each
share of common stock, $0.001 par value per share, of Eastern was converted into
the right to receive one validly issued, fully paid and non-assessable
share of Class A Common Stock of the Surviving Corporation.  Holders
of such shares were entitled to receive the previously declared 9-for-1 stock
dividend payable to holders of record as of January 15, 2008. As a result, at
closing (and giving effect to the stock dividend) the Company issued an
aggregate of 37,112,345 shares of our Class A Common Stock and 6,387,665 shares
of our Class B Common Stock to former stockholders of Fund.com Inc.,
representing 87% of our outstanding Class A Common Stock and 100% of our Class B
Common Stock following the merger. The merger consideration was determined as a
result of arm’s-length negotiations between the parties.  Each share of
Class A Common stock has one (1) vote per share.  Each share of Class
B Common Stock has ten (10) votes per share.  The holders of Class B
Common Stock have the right to convert each share of Class B Common Stock into
one share of Class A Common Stock (adjusted to reflect subsequent stock splits,
combinations, stock dividends and recapitalizations).





Following
the Merger, we succeeded to the business of Fund.com as our sole line of
business.






1





Post
Acquisition Reporting: Rule 13a-1:





The
Merger, discussed above, was effective January 15, 2008, subsequent to our most
recent fiscal year ended December 31, 2007. As a result, the business of Eastern
no longer exists as of the date of this report. To prevent a gap in financial
reporting, in accordance with SEC Rule 13a-1, we are required to report all
information normally required in a Form 10-KSB related solely to the business of
Eastern as of December 31, 2007 and for the fiscal year then ended. Unless
otherwise indicated, all the information furnished in this report refers solely
to the business and activities of Eastern prior to the Merger.





Unless
otherwise indicated or the context otherwise requires, the terms “Company,”
“we,” “us,” and “our” refer to Fund.com Inc. (formerly known as Eastern Services
Holdings, Inc.), prior to giving effect to the Merger. Unless otherwise
indicated or the context otherwise requires, the term “our business” refers to
the tax services business of Eastern.





For
information regarding the ongoing business and operations of Fund.com post
Merger, we advise and refer the reader to the Form 8-K filed on January 17, 2008
and any related amendments filed thereafter, which filing is hereby incorporated
by reference.





General





We were
incorporated under the laws of the State of Delaware on November 5,
2004.  We commenced operations for the purposes of evaluating,
structuring and completing a merger with Eastern Services Group, Inc (“ESG”). On
November 9, 2004, we obtained all of the outstanding stock of ESG from Richard
Carrigan, the sole stockholder, in consideration for the issuance of 1,000,000
shares of our common stock to Mr. Carrigan pursuant to a Stock Purchase
Agreement and Share Exchange between ESG and us. Pursuant to the Stock Purchase
Agreement and Share Exchange, ESG became our wholly owned subsidiary. The
purpose for this reorganization with ESG was to obtain an operating company
which we believed had a successful business plan. Until this reorganization our
activities had been limited to actions related to our organization, and we
conducted virtually no business operations.




Our
subsidiary, ESG, was established in the State of Nevada in February 1998.
Through our subsidiary, we provide state and local tax consultation and analysis
to casinos in the Las Vegas metropolitan area with a focus on assessing tax
liability on real and personal property and review of sales and use tax. We do
not provide filing services nor do we perform CPA services. We provide such
services via telephone or in a face-to-face setting. Some parts of our business
are cyclical in nature. Our state and local tax consultation service is provided
on a yearly basis, while our sale and use tax review is provided every four
years. Mr. Carrigan provides the majority of the services; however
occasionally consultants are used to provide services. ESG reduced the use of
consultants during 2007.




We are a
small operator in this market. Client relationships are developed from personal
relationships cultivated with casino executives within the Las Vegas/Clark
County area or through word-of-mouth recommendations. Prior to the Merger, our
business operations consisted of doing work for three hotels.




Industry
Overview




Well-publicized
issues in the past few years surrounding a number of major international
accountancy and management consulting firms focused the spotlight on the
industry.





Trends
indicated that the aftermath of firm failures and legal actions is proving
advantageous for smaller, independent accountancy firms that can offer
personalized services, develop and sustain long-standing, secure relationships
with business clients, and provide professionalism, accuracy, and
consistency.




Despite
the high degree of competition, saturation is unlikely in large, growing
metropolitan markets. New tax laws and ever-increasing populations continue to
fuel the demand for professional accounting and tax services. Additionally,
clients continue to seek the benefits of convenience options and secure
professional relationships in the services they purchase. Complementary services
that afford tax benefits transform traditional tax analysis firms into more
competitive ventures.






2






Keys
to Success




Prior to
the Merger, both the short-term and long-range success of ESG rested in the
ability to satisfy  market needs and remain current with industry
trends and fluctuating customer preferences and interests.




Fundamentally,
success lies in the following elements:




-
            Leveraging
      successful relationships with existing clients and reputation in the
      marketplace to develop the client base and expand service contract
      penetration among target market.




-
            Developing
      effective campaigns to maximize marketing dollars, reach target clients,
      and acquire new business, relying on client testimonial, customer
      referrals, and word-of-mouth
promotions.




-
            Commitment
      to reinvesting profits for further growth through sound financial
      practices, effective marketing programs, and efficient business
      management.




Services
Offered Prior to the Merger




ESG
provided state and local tax consultation and analysis to casinos in the Las
Vegas metropolitan area with a focus on assessing tax liability on both real and
personal property and reviews of sales and use tax. We did not provide filing
services nor did we perform CPA services.




Assessing Tax Liability on
Real and Personal Property




Assessments
are first conducted by real estate appraisers. For hotels and casino properties,
assessments are accomplished by reviewing the profit and loss statements of our
clients and comparing such statements with other properties that are similar in
nature. Based on these “comps” or “comparable properties,” we determine what we
believe to be the income value of the property. Based on the appraised value of
the property, we negotiate via conference calls and face-to-face meetings with
the tax assessor’s office for a reduction in tax liability for our
client.




For
personal property, we look at property tax returns and review how such property
is classified vis-à-vis long-term versus short-term assets. If our review
reveals that certain assets were misclassified, we make the necessary
adjustments to the appropriate class. To the extent that such reclassification
results in reduction in tax liability for our clients, we share equally in such
reduction.




Review of Sales and Use
Taxes




In
addition to services related to tax liability on real and personal property, we
reviewed sales and use tax liability. The State of Nevada audits casinos and
other properties every four years for sales tax “deficiencies” in the amount of
sales and use tax paid by such property. In order to determine if a deficiency
exists, the State reviews a sample from one of the previous four years. If the
State determines that based on the sample the property is deficient in its sales
and use tax payments, the State calculates the sales and use tax deficiency for
all for years by extrapolating data from that sample. Properties then must pay
the amount by which their sales and use tax amounts were deficient.




We
assisted clients in obtaining a reduction in this deficiency amount. We
accomplished this by reviewing every line item for each of the previous four
years. By reviewing every line item, as opposed to taking a small sample, we
hoped to show that the sample itself used by the State was not accurate or that
it does not accurately reflect all four years. Thus, if we can show the sample
was flawed in such a way that it overestimated sales and use tax liability, we
can obtain a reduction in the deficiency amount. In addition, we reviewed
properties’ accounting practices to identify items that were improperly
accounted for and should not have been included in determining a property’s
sales and use tax liability. Thus, if we can show that a client was
over-inclusive with respect to items used to determine sales and use tax
liability, we can achieve a reduction in the deficiency amount.






3






How
We Generated Revenues from Our Services




We
generated revenue when we achieved a reduction in the property tax value for our
clients. Our revenue derived from the spread between the original assessment by
the State and the adjusted assessment we determined based on our review.
Typically, we ask for 50% of such savings. Thus, our revenues are proportionally
related to the amount of savings we achieve for our clients. We consider audits
which result in savings for our clients to be “successful audits.”




Target
Market




Our
target customers were hotel casino properties in the gaming industry throughout
Nevada. The Company had ongoing engagements with Coast Resorts, Riverside Resort
and Casino, and the El Cortez Hotel and Casino as well as new clients such as
Netfaze. Such ongoing engagements involved education of our clients’ in-house
accountants on changes in the State laws and accounting practices as well as
ensuring that items are being classified appropriately. Even though services may
be provided to these clients, if we cannot show savings, no revenues for our
company may be generated.




Prior to
the Merger, we also planned on expanding our services to properties outside of
Nevada.





Pricing




We
believed we had developed an effective pricing model. Approximately 95% of
contract fees were contingent upon the tax savings incurred as a result of
services rendered by us. Typically, we received 50% of the tax savings resulting
directly from the assessment and analysis provided. The remaining 5% of the
total contract was a flat or hourly fee to address provisional administrative
functions associated with the project.




This
model translates directly into a more competitively priced but higher quality,
comprehensive service that develops new market opportunities in the targeted
geographic region. Additionally, with an initially narrow geographic focus, we
believed we could build a specific niche market and develop a stronger
reputation through specialization in the industry.




Competition




We were
not aware of small, niche players similar to ourselves that focus solely on this
aspect of the casino industry. However, Deloitte & Touche USA LLP provides a
similar service as part of its comprehensive income audit.  In
addition, we faced intense competition from numerous small and medium sized
accounting and law firms.




Subsidiaries




As of
December 31, 2007, we had one wholly owned subsidiary, Eastern Services Group,
Inc., a Nevada corporation.




Employees




As of
December 31, 2007, we had one employee and our wholly owned subsidiary had one
employee.




Patents
and Trademarks




As of
December 31, 2007, we did not own, either legally or beneficially, any patent or
trademark.






4






Legal
Proceedings




At
December 31, 2007, there were no legal actions pending against us, or our wholly
own subsidiary, or of which our property, or the property of our wholly owned
subsidiary, was subject nor to our knowledge are any such proceedings
contemplated.





Item
2.  Description of
Property.




As of
December 31, 2007, our primary office consisted of office space located within
Ms. Akhee’s home at 1221 Ocean Avenue, #1202, Santa Monica,
California 90401. We used such space for no charge from Ms. Akhee, and
we had no written agreement with Ms. Akhee, our sole officer and director.
Our principal business operations were conducted at 7695 Desperado St. Las
Vegas, NV 89131. Such location is the private residence of
Mr. Carrigan and was provided free of charge from
him.  Subsequent to the reverse merger, this space was
vacated.





Item
3.  Legal
Proceedings.





During
the 2007 fiscal year and at December 31, 2007, neither we nor any of our
subsidiaries were party to any pending or threatened legal
proceedings.





Item
4. Submission of Matters
to a Vote of Security Holders.





During
the 2007 fiscal year, no matter was submitted to a vote of security holders
through the solicitation of proxies or otherwise during the fourth quarter of
the fiscal year covered by this report.





PART II





Item
5.  Market for Common
Equity and Related Stockholder Matters.




Our
Common Stock was  quoted on the OTCBB under the symbol “ESVH” and
began trading January 19, 2007. There was a limited trading market for our
Common Stock.  The closing sale prices in the table reflect
inter-dealer prices, without retail mark-up or commissions and may not represent
actual transactions.




High
              
              
              LowFiscal
      Year ended December 31, 2007First
      quarter 2007 (January 19, 2007 - March 31, 2007)
              
              $
              0.35
              
              
              $
              0.10Second
      quarter 2007 (April 1, 2007 - June 30, 2007)
              
              $
              0.12
              
              
              $
              0.12Third
      quarter 2007 (July 1, 2007 - September 30, 2007)
              
              $
              0.12
              
              
              $
              0.12Fourth
      quarter 2007 (October 1, 2007 - December 31, 2007)
              
              $
              0.42
              
              
              $
              0.12




Holders





As of
March 26, 2008 in accordance with our transfer agent records, there were
approximately 402 stockholders of record of our common stock.





Dividends





Holders
of our common stock are entitled to receive dividends if, as and when declared
by the Board of Directors out of funds legally available therefore. As of
December 31, 2007, we have never declared or paid any dividends on our common
stock. On January 4, 2008, we declared (and subsequently paid) a 900% dividend
on our common stock, or nine shares for each share of common stock, to all
holders of record on January 15, 2008. We currently intend to retain any future
earnings for use in the operation and expansion of our business and do not
anticipate paying any cash dividends on our common stock to our stockholders for
the foreseeable future.








5





Item 6.Management’s Discussion and
Analysis.





Explanatory
Note





Due
to the post-acquisition reporting requirements of SEC Rule 13a-1, as discussed
further in Item I above, the following discussion in Management’s Discussion and
Analysis only refers to the business and financial position and related results
of Eastern.  It does not include any information on Fund.com following
the Merger.  For information regarding the ongoing business of
Fund.com, we advise and refer the reader to the Company’s Form 8-K filed on
January 17, 2008 and any related amendments filed thereafter.





Plan of
Operations





Our
predecessor was incorporated under the laws of the State of Delaware on November
5, 2004. On November 9, 2004, pursuant to a Stock Purchase Agreement and Share
Exchange, Eastern Services Group, Inc. (“ESG”) became our wholly owned
subsidiary. The purpose for this reorganization with ESG was to obtain an
operating company which we believed had a successful business plan. Until this
reorganization our activities had been limited to actions related to our
organization, and we conducted virtually no business operations.




Our
subsidiary, ESG, was established in the State of Nevada in February 1998.
Through our subsidiary, we provided state and local tax consultation and
analysis to casinos in the Las Vegas metropolitan area. We did not provide
filing services nor do we perform CPA services. We provided consulting services
based on risk assessment via telephone or in a face-to-face
setting.




The core
services suite provided by ESG was traditional tax analysis, preparation and
business consulting services to clients operating casinos in the Las Vegas,
Nevada metropolitan area. ESG concentrated on analysis of sales and use taxes,
real property taxes, and personal property tax. At competitive prices, ESG
worked with clients to minimize tax exposure and ensure that each filing adheres
to all areas of local and state laws.  ESG conducted preliminary
interviews with clients to ensure a comprehensive analysis and assessment of tax
liability with respect to the specific jurisdiction is provided.




Through
in-depth evaluation and assessment, ESG made significant recommendations to
clients to ensure local and state levied taxes are accurate, accounting and tax
filing procedures afford viable tax savings, and records and accounts are
correctly maintained to prevent unnecessary audits.




ESG
believed it had developed an effective pricing model. Approximately 95% of the
contract fees were contingent upon the tax savings incurred as a result of
services rendered by ESG. Typically, ESG received 50% of the tax savings
resulting directly from the assessment and analysis provided. The remaining 5%
of the total contract was a flat or hourly fee to address provisional
administrative functions associated with the project.




Market
Trends




With real
estate audits on the decline, property audits are increasing due to the
renovations of hotel casinos trying to maintain market share in the gaming
industry. This provided us the opportunity for audits based on the new assets
purchased. For example, as properties spend on capital improvements such as
carpets, restaurants, décor, and infrastructure, the overall value of the
property is increased. Also, when casinos are sold or merge, the value of the
properties surrounding such casinos increase as well. When property increases in
value, the owner of such property is required to pay additional tax. As a means
to limit additional tax exposure, casinos sought our services to help them
identify ways in which they can limit such increases in taxes. Thus, when hotel
casinos make improvements, they sought our services to help reduce their tax
liability.




In 2005,
the State of Nevada imposed a cap on the amount of taxes that a property would
have to pay if the property increased in value. In 2005, the cap was set at 8%.
The cap was instituted as temporary relief for business and residential markets.
The cap rate effectively limited the amount of real estate tax liability that a
casino could incur.






6






Because
real estate tax liability was capped, casinos were less inclined to seek tax
burden relief. Therefore, in 2005, the cap limited our revenue streams going
forward because of the decrease in demand.  At this point we cannot
determine what cap rate may be applied by the State of Nevada or whether there
will be a cap rate in the future.




A lower
cap rate means clients will be less inclined to seek our services and therefore
our revenues would decrease. However, a higher cap rate, or the elimination of
the cap rate altogether, would result in greater demand for our services because
clients would have more incentive to seek tax burden relief. An increase in
demand for our services could result in an increase in revenue.




Key
Metrics




We
generated revenue when we achieve a reduction in the property tax value of our
clients. Our revenue derived from the spread between the original assessment by
the State and the adjusted assessment we determine based on our audit.
Typically, we ask for 50% of such savings. Thus, our revenues were
proportionally related to the amount of savings we achieved for our clients. We
consider audits which result in savings for our clients to be “successful
audits.”




We
focused on the bottom line profits of the company and cost of achieving them, as
well as cost of obtaining new clients. Operating performance was measured by
maintaining relationships with our existing clients and ensuring that we saved
them money. Our strength and weakness was dependant upon overall real estate
values in the gaming industry as well as the rate of mergers and acquisitions
that may drive up the value of existing entities. Therefore when real estate
values and the level of mergers and acquisitions activities rise, our business
stood to gain as well thereby increasing revenue. When those indicators fall,
demand for our services falls as well.




Critical
Accounting Policies




Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.




The
Company considered the quality and variability of information regarding the
financial condition and operating performance that may have changed in the past
and future that may have a material effect and has quantified them where
possible. Specifically the Company considers risk of variability with changes in
contract which may affect the recognition of income and also the possibility of
changes in the tax code which may affect the long term rates of
return.




The
Company considers the following historical trends and future trends of the
Company as well as risks that are present within the industry. The Company
believes that unless the current 8% cap is lifted, the downward trend may
continue. If tax legislation changes to relieve the cap, the Company’s services
may be in more demand.




We
provided property tax analysis and sales and use tax analysis to the casino
industry. Revenues are recognized when the contingency requirements of the
company service contracts are fulfilled in a manner which leads to savings to
the customer.




Results
from Operations





Year
Ended December 31, 2007 as compared to the Year Ended December 31, 2006






7







Revenues





Revenues
decreased from $81,150 for the year ended December 31, 2006 to $10,000 to the
year ended December 31, 2007, a decrease of $71,150 or 88%. The decrease is
primarily due to a reduction in demand for our services based the State of
Nevada’s cap of 8% on the tax liability for casino properties. As discussed
above, in 2005, the State of Nevada imposed a cap of 8% on the amount of taxes
that a property would have to pay if the property increased in value. The cap
effectively limited the amount of real estate tax liability that a casino could
incur and, therefore reduced our opportunity to provide services.




Because
real estate tax liability was capped, casinos were less inclined to seek tax
burden relief. Therefore, in 2005 the cap resulted in a decrease in demand for
our services and our revenue has declined accordingly.





Total
Expenses





Cost of
revenue decreased from $76,657 for the year ended December 31, 2006 to $1,400
for the year ended December 31, 2007, a decrease of $75,257 or 98%. Because of
the reduction in demand for our services, the salaries and payments to
consultants decreased.





General
and administrative expense includes office expenses, travel and entertainment,
and professional fees. For the year ended December 31, 2007 general and
administrative expense was $58,252 compared to $93,095 in general and
administrative expense for the same period in 2006, a decrease of approximately
$34,843 or 37%.





Net
Income





We had
net income of $63,851 for the year ended December 31, 2007 as compared to a net
loss of $90,275 for the year ended December 31, 2006.  This is
primarily due to an extraordinary item related to the forgiveness of debt in the
amount $115,087.  For the year ended December 31, 2007, interest
expense was $84 compared to $672 for the prior year, and we also incurred an
increase in tax provision of $1,500 as compared  to $1,001 from the
prior year.




Liquidity
and Capital Resources




We have
historically satisfied our cash requirements through revenues, short term
financings, and issuance of common stock for cash. We anticipate that cash
requirements will continue to increase as we continue to expend resources to
build infrastructure, develop a business plan and establish a marketing network,
customer support and administrative organizations. As of December 31, 2007, we
had cash of $5,206.





Current
assets as of December 31, 2007 were $5,906, which consisted principally of cash.
Total current liabilities as of December 31, 2007 were $5,600 which consisted of
accounts payable.




Recent Accounting
Pronouncements




In May
2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This
Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. SFAS 154 also requires that a change in depreciation, amortization
or depletion method for long-lived, nonfinancial assets be accounted for as a
change in accounting estimate affected by a change in accounting principle. This
Statement is effective in fiscal years beginning after December 15, 2005. The
Company has not yet determined the effect of implementing this
standard.








8





SFAS 155,
Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting for
Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no
current applicability to the Company and have no effect on the financial
statements.





In December 2007, the FASB issued SFAS No 141R,
“Business Combinations” (“SFAS 141R”).  SFAS 141R replaces SFAS 141
and establishes principles and requirement for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non controlling interest in the acquiree and the
goodwill acquired.  SFAS 141R also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination.  Acquisition costs associated with the business
combination will generally be expensed as incurred.  SFAS 141R is
effective for business combinations occurring in fiscal years beginning after
December 15, 2008, which will require us to adopt these provisions for business
combinations occurring in fiscal 2009 and thereafter.





Management does not believe that any other recently
issued, but not yet effective, accounting standards if currently adopted would
have a material effect on the accompanying financial
statements.





Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).





Subsequent
Events





During
January 2008, we completed the Merger.  See Item I for further
discussion on the Merger.





Also, on
January 4, 2008, we declared (and subsequently paid) a 900% dividend on our
common stock, or nine shares for each share of common stock, to all holders of
record on January 15, 2008.





Item
7. Financial
Statements.





The
financial statements required by this Item appear following Item 14 of this
Report and are incorporated herein by reference.





Item
8. Changes In and
Disagreements With Accountants on Accounting and Financial
Disclosure.





During
the 2007 fiscal year, there were no disagreements between the Company and its
accountants on any matter of accounting principles or practices or financial
statement disclosure.





Item
8A.Controls and
Procedures.





Evaluation of Disclosure
Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.






9







Changes in Internal
Controls





There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the fourth quarter of fiscal 2007 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





Item
8B.Other
Information.




None.





PART III




Item
9. Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act.





The
following table sets forth information regarding our sole executive officer and
director during the 2007 fiscal year.  See the Company’s Form 8-Ks
filed with the U.S. Securities Exchange Commission on January 17, 2008, February
7, 2008 and March 10, 2008, for information regarding the Company’s current
directors and officers.Upon the closing of the
Merger, as of January 15, 2008, Ahkee Rahman, our sole director, resigned from
all offices that she held with Eastern Services Holdings, Inc. and from her
position as our director.  Following Ms. Rahman’s resignation and
pursuant to the Merger Agreement the directors of Fund, Daniel Klaus, Michael
Hlavsa, Lucas Mann and Darren Rennick, became the directors of the Surviving
Corporation.





On
January 15, 2008 in connection with the closing of the Merger, Daniel Klaus was
appointed Acting Chief Executive Officer, Lucas Mann was appointed Chief
Marketing Officer, Michael Hlavsa was appointed Chief Financial Officer and
Darren Rennick was appointed Executive Vice President.   As of
February 1, 2008, Raymond Lang became our Chief Executive Officer.








Our sole
executive officer and director and her age as of December 31, 2007 is as
follows:




Name
            Age
            PositionAkhee
      Rahman
            36
            President
      and
              Chief
      Executive Officer
              Secretary
              Treasurer
              Director





Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years:




Ahkee
Rahman – President, CEO, Secretary, Treasurer, Director





Ms. Rahman is our founder and prior to
the Merger served as our President, Chief Executive Officer, and Chief Financial
Officer as well as our Chairman of the Board of Directors. Prior to joining us,
Ms. Rahman was Secretary and Director for Converge Global Inc., an internet
incubator, from 2000 to 2001. Converge Global, Inc. was a public company;
however, it terminated the registration of its securities under Section 12(g) of
the Exchange Act on November 20, 2002. Ms. Rahman was also the Secretary
and Treasurer for Essential Technologies, Inc., a private software solutions
firm from 2001 to 2002.  From 2000-2001 she was the Treasurer
for Digitalmen.com, Inc., a private online community and resource center for
men. From 1996 to 1999 and between 2002 and 2004, Ms. Rahman was not
employed. Prior to 1996 she worked as a manager for the clothing retailer,
Cache. Ms. Rahman has a Bachelor of Arts degree in International Business
and Trade from the University of Dallas.






10






Significant
Employees





As of
December 31, 2007, Mr. Carrigan was not an executive officer but made a
significant contribution to the business:




Name
            Age
            PositionRichard
      Carrigan
            40
            Principal
      of Eastern Services Group, Inc.
              Principal
      Shareholder




Richard
Carrigan, Principal of Eastern Services Group, Inc., Principal
Shareholder





Mr.
Carrigan was the principal of Eastern Services Group, Inc., our wholly owned
subsidiary, as well as our principal shareholder. Prior to starting Eastern
Services Group in 1998, Mr. Carrigan was named Marketing Manager for
Woodmasters Design & Manufacturing, Inc., Chicago IL in 1995 where he was
responsible for the West Coast sales and marketing for a $10 million
architectural millwork company including servicing clients, negotiating and
bidding of new contracts. He also serviced thirty accounts with direct customer
contact. From 1993- through 1994, Mr. Carrigan was a Cost Engineer with
Baker Mellon Stuart Construction, Inc. in Pittsburgh, Pennsylvania. His
responsibilities included administering government contracts with a total budget
of $20 Million and negotiating and analyzing contracts with the Public Works
Commission. Mr. Carrigan managed 40 employees including Purchasing Agents,
Construction Foremen and the Sub-Contractor Manager. He also developed plans and
projections to ensure that the projects were completed within budget and on
schedule. From 1992 through 1993, Mr. Carrigan was an Operations Consultant
for M.M.P.C. Inc. in Pittsburgh, Pennsylvania. From 1988 through 1991,
Mr. Carrigan was an Assistant Controller with John Chatillon and Sons, Inc.
in Greensboro, NC. Mr. Carrigan received his Master of Business
Administration from the Joseph M. Katz Graduate School of Business, University
of Pittsburgh in 1992. He received his Bachelor of Science degree from the
University of Pittsburgh in 1988. Mr. Carrigan also serves as the sole
officer and director of Grant Enterprises, Inc.




Term of
Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.




Family
Relationships





As of
December 31, 2007, no family relationships existed among our director or
executive officer and her immediate family members.





Involvement in Certain Legal
Proceedings




At
December 31, 2007, no officer or director of the Company: (1) had any petition
filed, within the past five years, in Federal Bankruptcy or state insolvency
proceedings on such person's behalf or on behalf of any entity of which such
person was an officer or general partner within two years of filing; (2) had
been convicted in a criminal proceeding within the past five years or is
currently a named subject of a pending criminal proceeding; or (3) had been the
subject, within the past five years, of any order, judgment, decree or finding
(not subsequently reversed, suspended or vacated) of any court or regulatory
authority involving violation of securities or commodities laws, or barring,
suspending, enjoining or limiting any activity relating to securities,
commodities or other business practice.





Compliance with Section
16(a) of the Exchange Act




Neither
our director nor our executive officer failed to comply in a timely manner with
Section 16(a) during the 2007 fiscal year.






11







Code of
Ethics





At
December 31, 2007, we had not yet adopted a code of ethics.





Audit Committee Financial
Expert





At
December 31, 2007, the Company did not have an audit committee or an audit
committee financial expert.





Item
10. Executive Compensation.





Compensation of Executive
Officers




Summary Compensation Table.
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us from the date of our inception until December 31,
2007.





ANNUAL COMPENSATION
            LONG TERM COMPENSATIONNAME
            TITLE
            YEAR
            SALARY
            BONUS
            OTHER
      ANNUAL COMPENSATION
            RESTRICTED
              OPTION
      STOCKS/
              PAYOUTS
      AWARDED
            SARS
              ($)
            LTIP
              COMPENSATION
            ALL
      OTHER COMPENSATIONAhkee
      Rahman
            President
              CEO
      and
              Chairman
            2007
              2006
              2005
              2004
            $0
              $0
              $0
              $0
            0
              0
              0
              0
            0
              0
              0
              0
            0
              $500(1)
              0
              0
            0
              0
              0
              0
            0
              0
              0
              0
            0
              0
              0
              0Richard
      Carrigan (2)
            
            2007
              2006
              2005
              2004
            $15,025
              $45,000
              $60,000
              $160,353
            0
              0
              0
              0
            0
              0
              0
              0
            0
              0
              0
              0
            0
              0
              0
              0
            0
              0
              0
              0
            0
              0
              0
              0




(1)
            Ahkee
      Rahman had an option to purchase 500,000 shares of our common stock for a
      period of two years expiring March 1, 2007 at $1.00 a
      share.  Ms. Rahman did not exercise her shares and they have
      therefore expired.(2)
            These
      amounts reflect salary paid by our subsidiary to Mr. Carrigan, the
      sole employee of our operating subsidiary.




As of
December 31, 2007, there were no securities authorized for issuance under any
equity compensation plan, or any options, warrants or rights to purchase common
stock.




Employment
Agreements




As of
December 31, 2007, we did not have an employment or consultant agreement with
Ms. Ahkee Rahman, our Chief Executive Officer, President, and Chairman of
the Board of Directors.




Compensation of
Directors




For the
fiscal year ended December 31, 2007, we did not compensate our directors for
their services on behalf of Eastern.








12




Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.


The
following table sets forth information regarding beneficial ownership of our
voting stock as of December 31, 2007 (i) by each person who is known to us to
beneficially own more than 5% of any class of our voting stock; (ii) by each
person who served as an officer or director during the 2007 fiscal year; and
(iii) by all of our officers and directors as a group.





Title
      of Class
            Name
      and Address
              of
      Beneficial Owner
            Amount
      and Nature
              of
      Beneficial Owner
            Percent
              of
      ClassCommon
      Stock
            Richard
      Carrigan
              7695
      Desperado St.
              Las
      Vegas, Nevada 89131
            1,005,000
            71.9%
      (1)Common
      Stock
            All
      executive officers
              and
      directors as a group
            1,505,000
            71.9%




(1)
            This
      percentage of class is based on 1,400,000 shares of common stock issued
      and outstanding as of December 31,
2007.




Item
12. Certain Relationships and Related Transactions, and Director
Independence.





Prior to
the Merger and as of December 31, 2007, there are no material relationships
between us and our then current director and officer other than the use of
office space for which we paid no rent.





Director
Independence





Presently,
we are not required to comply with the director independence requirements of any
securities exchange.  In determining whether our directors are independent,
however, we intend to comply with the rules of the American Stock Exchange LLC,
or the AMEX.  The board of directors also will consult with counsel to
ensure that the board of director’s determinations are consistent with those
rules and all relevant securities and other laws and regulations regarding the
independence of directors, including those adopted under the Sarbanes-Oxley Act
of 2002 with respect to the independence of audit committee members.  The
AMEX listing standards define an “independent director” generally as a person,
other than an officer of a company, who does not have a relationship with the
company that would interfere with the director’s exercise of independent
judgment.





Item
13. Exhibits.







Exhibit
      No.
            Description2.1
            Agreement
      and Plan of Merger, dated as of January 15, 2008, between Fund.com, Inc.
      and Eastern Services Holdings, Inc. (filed as Exhibit 2.1 to Form 8-K,
      filed on January 17, 2008, incorporated by reference)3.1
            Amended
      and Restated Certificate of Incorporation of Eastern Services Holdings,
      Inc. (Filed as Exhibit 3.1 to  Form 8-K, filed on January
      17, 2008, incorporated by reference)3.2
            Bylaws
      of Fund.com. (Filed as Exhibit 3.2 to Form 8-K, filed on January17, 2008,
      incorporated by reference)4.1
            Form
      of Common Stock Subscription Agreement (Filed as Exhibit 4.1 to Form 8-K,
      filed on January 15, 2008, incorporated by reference)4.2
            Subscription
      Agreement, dated as of November 12, 2007, between Meade Technologies Inc.
      and Equities Media Acquisition Corp Inc. (Filed as Exhibit 4.2 to Form
      8-K, filed on January 15, 2008, incorporated by
  reference)10.1
            Fund.com,
      Inc. 2007 Stock Incentive Plan (Filed as Exhibit 10.1 to Form 8-K, filed
      on January 17, 2008, incorporated by reference)10.2
            Employment
      Agreement, dated as of December 20, 2007, between Meade Technologies Inc.
      and Raymond Lang (Filed as Exhibit 10.2 to Form 8-K, filed on January 17,
      2008, incorporated by reference)






13










10.3
            Employment
      Agreement, dated as of October 30, 2007, between Meade Technologies Inc.
      and Michael Hlavsa (Filed as Exhibit 10.3 to Form 8-K, filed on January
      15, 2008, incorporated by reference)10.4
            Certificate
      of Deposit Agreement, dated as of November 9, 2007 between Meade Capital
      Inc. and Global Bank of Commerce Limited (Filed as Exhibit 10.4 to Form
      8-K, filed on January 17, 2008, incorporated by
  reference)10.5
            Consulting
      Agreement between the Company and Fabric Group, LLC  (Filed as
      Exhibit 10.1 to Form 8-K, filed on March 10, 2008, incorporated by
      reference)10.6
            Consulting
      Agreement between the Company and MKL Consulting Ltd. (Filed as Exhibit
      10.2 to Form 8-K, filed on March 10,2008, incorporated by
      reference)10.7
            License
      Agreement between Fund.com Managed Products Inc. and Equities Global
      Communications, Inc. (Filed as Exhibit 10.3 to Form 8-K, filed on March
      10,2008, incorporated by reference)10.8
            Employment
      Agreement between the Company and Gregory Webster (Filed as Exhibit 10.4
      to Form 8-K, filed on March 10, 2008, incorporated by
      reference)10.9
            Employment
      Agreement between the Company and Philip Gentile (Filed as Exhibit 10.5
      to  Form 8-K, filed on March 10, 2008, incorporated by
      reference)10.10
            Form
      of Indemnification Agreement (Filed as Exhibit 10.10 to Form 8-K, filed on
      March 10, 2008, incorporated by reference)21
            Subsidiaries
      of the Registrant (Filed as Exhibit 21 to Form 8-K, filed on January 17,
      2008, incorporated by reference)31.1
            Certification
      of principal executive officer pursuant to 18 U.S.C. Section 1350 -
      Sarbanes-Oxley Act of 200231.2
            Certification
      of principal financial officer pursuant to 18 U.S.C. Section 1350 -
      Sarbanes-Oxley Act of 200232.1
            Certification
      of the chief executive officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of the chief financial officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





Item
14.  Principal Accounting Fees and Services.





Audit
Fees




For our
fiscal year ended December 31, 2007, we were billed approximately $5,000 for
professional services rendered for the audit and reviews of our financial
statements. For our fiscal year ended December 31, 2006, we were billed
approximately $6,500 for professional services rendered for the audit and
reviews of our financial statements.




Tax Fees




For our
fiscal years ended December 31, 2007 and 2006, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2007 and
2006.











14











SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.








FUND.COM INC.





Date:              March
28,
2008


By: /s/ Raymond
Lang


Name: Raymond Lang


Title: Chief Executive
Officer








15








EASTERN
      SERVICES HOLDINGS, INC.
                
                
                
                CONSOLIDATED
      FINANCIAL STATEMENTS
                
                
                
                
                
                
                
                AS
      OF DECEMBER 31, 2007 AND 2006




































EASTERN
SERVICES HOLDINGS, INC.




Consolidated
Financial Statements




Table of
Contents














FINANCIAL
      STATEMENTS
              PageIndependent
      Auditors Report
              F-1Balance
      Sheet
              F-2Statement
      of Operations
              F-3Statement
      of members capital
              F-4Cash
      Flow Statement
              F-5Notes
      to the Financial Statements
              F-6













REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 The Board
of Directors and Shareholders
 Eastern
Services Holdings, Inc.
 
 
 
 To the
board of directors and stockholders:
 
 We
have audited the accompanying balance sheet of Eastern Services Holdings, Inc.
as of December 31, 2007 and 2006  and the related statements of
operations, stockholder’s equity and cash flows for the twelve months ending
December 31, 2007 and 2006. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on the audit.
 
 We
conducted the audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). These 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 and disclosures in the financial
statements. 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 the audit provides a
reasonable basis for our opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Eastern Services Holdings, Inc. as
of December 31, 2007 and 2006, and the results of operations and its cash flows
for the twelve months ending December 31, 2007 and 2006, in conformity with U.S.
generally accepted accounting principles.
 
 
 Gately
& Associates, LLC
 Altamonte
Springs, Florida
 February
1, 2008






F-1






EASTERN
      SERVICES HOLDINGS, INC.BALANCE
      SHEETAs
      of December 31, 2007 and December 31, 2006ASSETSCURRENT
      ASSETS
              
              12/31/2007
              
              
              12/31/2006Cash
              
              $
              5,206
              
              
              $
              43,825Accounts
      Receivable
              
              
              149,980
              
              
              
              153,480Allowance For
      Doubtful Accounts
              
              
              (149,280
              )
              
              
              (149,280
              )Total
      Current Assets
              
              
              5,906
              
              
              
              48,025PROPERTY AND
      EQUIPMENTEquipment
              
              
              43,177
              
              
              
              40,591Less:
      accumulated depreciation
              
              
              (40,105
              )
              
              
              (37,234
              )Total
      Property and Equipment
              
              
              3,072
              
              
              
              3,357TOTAL
      ASSETS
              
              $
              8,978
              
              
              $
              51,382LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              5,600
              
              
              $
              110,501Loan
      payable - auto
              
              
              -
              
              
              
              1,354Total
      Current Liabilities
              
              
              5,600
              
              
              
              111,855STOCKHOLDERS'
      EQUITYCommon
      stock, Authorized: 500,000,000 at $0.001par
      value, Issued: 1,400,000 and 1,400,000, respectively
              
              
              1,400
              
              
              
              1,400Additional paid
      in capital
              
              
              39,600
              
              
              
              39,600Retained
      Deficit
              
              
              (37,622
              )
              
              
              (101,473
              )Total
      Stockholders' Equity
              
              
              3,378
              
              
              
              (60,473
              )TOTAL
      LIABILITIES AND EQUITY
              
              $
              8,978
              
              
              $
              51,382






The
accompanying footnotes are an integral part of these financial
statements.






F-2




EASTERN
      SERVICES HOLDINGS, INC.STATEMENTS
      OF OPERATIONSFor
      the twelve months ending December 31, 2007 and 200612/31/2007
              
              
              12/31/2006REVENUE
              
              $
              10,000
              
              
              $
              81,150COST OF
      SERVICES
              
              
              1,400
              
              
              
              76,657GROSS PROFIT OR
      (LOSS)
              
              
              8,600
              
              
              
              4,493GENERAL AND
      ADMINISTRATIVE EXPENSES
              
              
              58,252
              
              
              
              93,095OPERATING
      INCOME
              
              
              (49,652
              )
              
              
              (88,602
              )EXTRAORDINARY ITEM,
      FORGIVENESS OF DEBT
              
              
              115,087
              
              
              
              -INCOME BEFORE INTEREST
      AND TAXES
              
              
              65,435
              
              
              
              (88,602
              )INTEREST
      EXPENSE
              
              
              84
              
              
              
              672INCOME TAX
      PROVISION
              
              
              1,500
              
              
              
              1,001NET INCOME
      (LOSS)
              
              $
              63,851
              
              
              $
              (90,275
              )Earnings (loss) per
      share, basic & diluted
              
              $
              0.05
              
              
              $
              (0.06
              )Weighted average
      number of common shares
              
              
              1,400,000
              
              
              
              1,400,000






The
accompanying footnotes are an integral part of these financial
statements.








F-3








EASTERN
      SERVICES HOLDINGS, INC.STATEMENT
      OF STOCKHOLDERS EQUITYAs
      of December 31, 2007SHARES
      OF
              
              
              
              
              
              ADDITIONALCOMMON
              
              
              PAR
              
              
              PAID
      IN
              
              
              RETAINED
              
              
              TOTALSTOCK
              
              
              VALUE
              
              
              CAPITAL
              
              
              DEFICIT
              
              
              CAPITALBalance,
      December 31, 2002
              
              
              1,000,000
              
              
              $
              1,000
              
              
              $
              -
              
              
              $
              (3,994
              )
              
              $
              (2,994
              )Net
      income (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (23,836
              )
              
              
              (23,836
              )Balance,
      December 31, 2003
              
              
              1,000,000
              
              
              
              1,000
              
              
              
              -
              
              
              
              (27,830
              )
              
              
              (26,830
              )Common
      stock subscribed during
              
              
              400,000
              
              
              
              400
              
              
              
              39,600
              
              
              
              
              
              
              
              40,000December
      2004 at $0.10 per shareSubscription
      receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (40,000
              )Net
      Income (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              17,912
              
              
              
              17,912Balance,
      December 31, 2004
              
              
              1,400,000
              
              
              
              1,400
              
              
              
              39,600
              
              
              
              (9,918
              )
              
              
              (8,918
              )Subscription
      receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40,000Net
      Income (Loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,280
              )
              
              
              (1,280
              )Balance,
      December 31, 2005
              
              
              1,400,000
              
              
              
              1,400
              
              
              
              39,600
              
              
              
              (11,198
              )
              
              
              29,802Net
      Income (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (90,275
              )
              
              
              (90,275
              )Balance,
      December 31, 2006
              
              
              1,400,000
              
              
              
              1,400
              
              
              
              39,600
              
              
              
              (101,473
              )
              
              
              (60,473
              )Net
      Income (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              63,851
              
              
              
              63,851Balance,
      December 31, 2007
              
              
              1,400,000
              
              
              $
              1,400
              
              
              $
              39,600
              
              
              $
              (37,622
              )
              
              $
              3,378






The
accompanying footnotes are an integral part of these financial
statements.
   F-4
    EASTERN
      SERVICES HOLDINGS, INC.STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending December 31, 2007 and 2006CASH FLOWS FROM
      OPERATING ACTIVITIES
                
                12/31/2007
                
                
                12/31/2006Net
      income (loss)
                
                $
                63,851
                
                
                $
                (90,275
                )Adjustments
      to reconcile net income to net cashprovided
      by  (used in) operating activities:Depreciation
                
                
                2,872
                
                
                
                2,670(Increase)
      Decrease in accounts receivable
                
                
                3,500
                
                
                
                (4,200
                )(Increase)
      Decrease in advances and prepaid expenses
                
                
                -
                
                
                
                9,307Increase
      (Decrease) in accounts payable
                
                
                (51,319
                )
                
                
                46,982Increase
      (Decrease) in wages payable
                
                
                (53,582
                )
                
                
                -Total
      adjustments to net income
                
                
                (98,529
                )
                
                
                54,759Net
      cash provided by (used in) operating activities
                
                
                (34,678
                )
                
                
                (35,516
                )CASH FLOWS FROM
      INVESTING ACTIVITIESCash
      paid for fixed assets
                
                
                (2,587
                )
                
                
                (2,310
                )Net
      cash flows provided by (used in) investing activites
                
                
                (2,587
                )
                
                
                (2,310
                )CASH FLOWS FROM
      FINANCING ACTIVITIESCash
      paid on note payable - auto
                
                
                (1,354
                )
                
                
                (4,217
                )Net
      cash provided by (used in) financing activities
                
                
                (1,354
                )
                
                
                (4,217
                )CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                
                
                (38,619
                )
                
                
                (42,043
                )Cash
      - beginning balance
                
                
                43,825
                
                
                
                85,868CASH BALANCE END OF
      PERIOD
                
                $
                5,206
                
                
                $
                43,825
   The
accompanying footnotes are an integral part of these financial
statements.
    F-5
   EASTERN
SERVICES HOLDINGS, INC.
 
 Notes to
the financial statements
 
 
 1.   Summary
of Significant Accounting Policies:
  Industry - Eastern
Services Holdings, Inc. (the Company) was incorporated in the state of Delaware
on November 5, 2004. At the time of incorporation, the Company exchanged shares
with Eastern Services Group, Inc. making Eastern Services Group, Inc. an
acquired subsidiary. As the Company was the non-operating acquirer, for
accounting purposes Eastern Services Group, Inc. is considered the accounting
acquirer. The share exchange has been accounted for as a retroactive stock
split. Eastern Services Group, Inc. was incorporated on February 27, 1998 under
the laws of the State of Nevada. The Company is headquartered in California. The
Company provides state and local tax consultation and analysis to casinos in the
Las Vegas metropolitan area. The Company does not provide filing services. The
Company’s fiscal year end is December 31, a calendar year end.
  Significant Accounting
Policies:
  The
Company’s management has adopted the following accounting policies.
  Basis of Accounting -
The Company’s financial statements are prepared in accordance with generally
accepted accounting principles. The Company’s management has made all
adjustments in their opinion that are necessary in order to make the financial
statements not misleading.
  Estimates and
adjustment -The Company’s management is of the opinion that all estimates
and adjustment have been made in accordance with Generally Accepted Accounting
Principle in order for the financial statements to not be
misleading.
  Revenue Recognition -
Revenues are recognized when the contingency requirements of the Company’s
service contracts are fulfilled in a manner which leads to tax savings to the
customer. If the Company is not successful in providing tax savings for
property, sales and use tax then the customer does not have to pay for services
provided. Proof of tax savings occurs when the state issues its assessment taxes
in the month of June therefore revenue is not recognized until such time and
payment of 50% of the tax savings is due from the customer at that time. In all
contracts the Company acts as the principle and recognizes revenues on the gross
method based on these tax savings which is not assured until the tax assessments
are issued by the county. Cost of sales is recognized as the Company pays its
employees for their work throughout the year regardless as to whether the
Company is successful in providing tax savings.
  Cash and Cash
Equivalents - The Company considers cash on hand and amounts on deposit
with financial institutions which have original maturities of three months or
less to be cash and cash equivalents.
  Property and
Equipment - Property and equipment are recorded at cost. Depreciation is
computed using the straight line method over the estimated useful lives of the
various classes of assets as follows:
  Equipment
                .......................................
                2
      to 10 yearsFurniture
                .......................................
                5
      to 10 years
 
  Maintenance
and repairs, as incurred, are charged to expenses; betterments and renewals are
capitalized in equipment accounts. Cost and accumulated depreciation applicable
to items replaced or retired are eliminated from the related accounts; gain
or loss on the disposition thereof is included as income.
  Income Taxes - The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized.
   F-6
     Earnings Per Share -
Basic and diluted earnings per share is computed by dividing earnings available
to stockholders by the weighted-average number of shares outstanding for the
period as guided by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per
Shares”. Diluted EPS reflects the potential dilution of securities that could
share in the earnings. The Company used for years ending December 31, 2005 and
2004 earnings as the numerator and weighted average number of shares as
disclosed in the statement of operations to calculate earnings per share. As the
Company had a loss for the year ending December 31 2006, the option agreement
that was entered into that year would not be dilutive.
  Concentrations of Credit
Risk- Financial instruments which potentially expose the Company to
concentrations of credit risk consist principally of operating demand deposit
accounts. The Company’s policy is to place its operating demand deposit accounts
with high credit quality financial institutions that are insured by the
FDIC.
  Compensation in the form of
stock - The Company used SFAS No.123, “Accounting For Stock Based
Compensation,” for the year ending December 31, 2005. As required by a revision
of this standard, the Company has adopted SFAS No. 123R to account for stock
based compensation whereby through this adoption the Company accounts for
amounts regarding stock based compensation at its expense instead of proforma
results. For this transition the Company has elected the prospective method to
account for the change.
  2.   Related
Party Transactions:
  A
stockholder may loan the Company working capital from time to time. As of
December 31, 2007, $44,600 of stockholder loan payable was used as operating
expenses and recorded in accounts payable and accrued expenses.  The
balance was forgiven by the stockholder and recorded as other income at December
31, 2007.  In addition, $48,442 and $15,025 in net wages payable for
2006 and 2007 respectively, was forgiven by the stockholder.
  3.   Accounts
Receivable:
  The
Company carries balances from time to time in accounts receivable for services
performed. The Company’s management has established an allowance for doubtful
accounts for those accounts that may not be collectible.
  4.   Use of
Estimates:
  The
preparation of financial statements in conformity with generally accepted
accounting principles 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 and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
  5. Income
Taxes:
  The
Company has a net operating loss that may be used to offset future income for
tax purposes for a period of 20 years from the date of inception of these
losses. These losses were derived solely from operating activities. The net
operating losses create a deferred tax asset as a benefit to the Company in the
amount of $7,571. The Company has set up a valuation allowance of $7,571 to
reduce the deferred tax asset, as in the opinion of management, it is more
likely than not that some portion or all of the deferred tax asset will not be
realized.
  The
income tax payable that was accrued for the quarters ending was offset by the
Company’s net operating loss carryforward therefore the provisions for income
tax in the income statement is an estimate of what may be the tax liability for
the current year end.
  The
availability of the Company’s net operating loss carryforwards are subject to
limitation if there is a 50% or more positive change in the ownership of the
Company’s stock. The provision for income taxes consists of the state minimum
tax imposed on corporations.
 F-7
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December 31, 2006 are as
follows:
 
 Deferred
      tax assets:Federal
      net operating loss
                
                $
                5,678State
      net operating loss
                
                
                1,893Total
      deferred tax assets
                
                
                7,571Less
      valuation allowance
                
                
                (7,571
                )$
                --
 
 The
Company has provided a 100% valuation allowance on the deferred tax assets at
December 31, 2007 to reduce such asset to zero, since there is no assurance that
the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.
 
 The
reconciliation of the effective income tax rate to the federal statutory rate
for the periods ended December 31, 2007 and December 31, 2006 is as
follows:
  2007
                  
                  
                  2006Federal
      income tax rate
                  
                  
                  (15.0
                  %)
                  
                  
                  (15.0
                  %)State
      tax, net of federal benefit
                  
                  
                  (5.0
                  %)
                  
                  
                  (5.0
                  %)Increase
      in valuation allowance
                  
                  
                  20.0
                  %
                  
                  
                  20.0
                  %)Effective
      income tax rate
                  
                  
                  0.0
                  %
                  
                  
                  0.0
                  %)
  6.   Accounts
Payable and Accrued Expenses:
  Accounts
payable and accrued expenses consist of trade payables from normal operations of
the business.  At December 31, 2007, $7,020 due for reimbursement of
accrued expenses was forgiven and recorded as other income.
  7.   Operating
and Capital Lease Agreements:
   The
Company has entered into a short-term lease for use of storage space. The
contract is renewable every thirty days. The Company has not entered into any
long-term leases.
  8. Note
Payable:
  On May
14, 2002 the Company entered into a loan agreement for an auto/truck in the
amount of $20,000 for a 5-year period with a variable interest rate. The Company
retired the debt on April 6, 2007.
  9.  Stockholder
Equity:
  The
Company has authorized 500,000,000 shares of common stock at a par value of
$.001 per share of which 1,400,0000 shares have been issued.
  Upon
incorporation of the Company (November 5, 2004), 1,000,000 shares of common
stock were issued in an exchange agreement for the 1,000 shares (100%) of the
subsidiary, Eastern Service Group, Inc. Eastern Service Group is the accounting
acquirer and therefore the share exchange was accounted as a retroactive share
exchange.
   F-8
   During
November and December 2004 the Company undertook a private placement issuance,
Regulation D Rule 506 offering, of 400,000 shares of common stock for a value of
$40,000, or $.10 per share. The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission. These shares have
been subscribed for and the funds received in January of 2005.
  On March
1, 2005 the Company entered into an option agreement with a company officer
whereby the agreement calls for the purchase of 500,000 shares of common stock
at an exercise price of $1.00 per share. The agreement expired on March 1, 2007.
The payment of these shares when exercised is due when the purchaser sells these
common shares. There is no compensation, repurchase or awards with regard to
this option agreement.
 
 On
December 21, 2007, Mulsanne Enterprises Limited purchased 1,000,000 shares of
our common stock from Richard Carrigan for $15,000.  The source of
these funds was the purchaser’s funds.  The Company currently has
1,400,000 shares of our common stock outstanding as of December 31,
2007.
  10.  Employment
Contract and Incentive Commitments:
  The
Company has no employment contracts and incentive commitments. The Company’s
policy on compensation to Mr. Carrigan, its sole employee, is based upon a
verbally agreed amount of $60,000 per year. For the year ended December 31, 2006
the Company accrued $48,442 in net wages. As of December 31, 2007, $48,442 in
accrued net wages was forgiven for 2006 and $15,025 was forgiven for
2007.
  11.  Required Cash
Flow Disclosure for Interest and Taxes Paid:
  The
Company paid interest during the years ending December 31, 2007 and 2006 in the
amounts of $84 and $672, respectively. The Company paid income taxes during the
years ending December 31, 2007 and 2006 in the amount of $1,500 and $1,001,
respectively.
  12.  Contingent
Liabilities:
  Currently
the Company has not identified any contingent liabilities that may be
due.
 
 13. Subsequent
Events:
 
 On
January 4, 2008, the Company declared a 900% (9 for 1) dividend on Common Stock,
par value $0.001, or nine shares for each share of Common Stock, to all holders
of record on January 15, 2008.
 
 On
January 15, 2008, Fund.com Inc. (“Fund”) merged (the “Merger”) with and into
Eastern Services Holdings, Inc. (“Eastern”) pursuant to an Agreement and Plan of
Merger, dated as of January 15, 2008 (the "Agreement"). In connection with the
merger Eastern Services Holdings, Inc. changed its name to Fund.com Inc. (the
"Surviving Corporation").  Pursuant to the Agreement, each share of
common stock, par value $0.00001 per share of Fund (“Fund Common Stock”) was
converted into the right to receive .1278 validly issued, fully paid and
non-assessable shares of Class A Common Stock of the Surviving Corporation;
provided, however, if a holder of Fund Common Stock also held Series A Preferred
Stock, par value $.001 per share, of Fund (“Fund Preferred Stock”) then each
share of Fund Common Stock held by such holder was converted into the right to
receive .1278 validly issued, fully paid and non-assessable shares of Class
B Common Stock (and Fund Preferred Stock held by such holder was
cancelled).  Also pursuant to the Agreement, each share of common
stock, $0.001 par value per share, of Eastern was converted into the right to
receive one validly issued, fully paid and non-assessable share of Class A
Common Stock of the Surviving Corporation.  Holders of such shares
were entitled to receive the previously declared 9-for-1 stock dividend payable
to holders of record as of January 15, 2008. As a result, at closing (and giving
effect to the stock dividend) the Company issued an aggregate of 37,112,345
shares of our Class A Common Stock and 6,387,665 shares of our Class B Common
Stock to former shareholders of Fund.com Inc., representing 87% of our
outstanding Class A Common Stock and 100% of our Class B Common Stock following
the merger. The merger consideration was determined as a result of arm’s-length
negotiations between the parties.  Each share of Class A Common stock has
one (1) vote per share.  Each share of Class B Common Stock has ten
(10) votes per share.  The holders of Class B Common Stock has the
right to convert each share of Class B Common Stock into one share of Class A
Common Stock (adjusted to reflect subsequent stock splits, combinations, stock
dividends and recapitalizations).