UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-Q


x
            Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended June 30,
2008.




or


 ̈
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from
                                   to                               .




Commission
File Number: 333-128415




FUND.COM
INC.


(Exact
name of registrant as specified in its charter)


Delaware
            30-0284778(State
      or Other Jurisdiction of
            (I.R.S.
      EmployerIncorporation
      or Organization)
            Identification
      No.)





14
Wall Street


20th
Floor


New
York, NY 10005


(Address
of Principal Executive Offices including Zip Code)




212-618-1633


(Registrant’s
Telephone Number, Including Area Code)




Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 ýNo o







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      Accelerated Filer  ̈
            Accelerated
      Filer  ̈
            Non-Accelerated
      Filer  ̈
            Smaller
      Reporting Company ý




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




There
were 43,837,335 shares of the Registrant’s  Class A Common Stock and
6,387,665 shares of Class B Common Stock issued and outstanding as of August 14,
2008.














Fund.com
Inc.




Index
to Form 10-Q






Part
      I.
              Financial
      InformationItem
      1. Financial Statements (unaudited)Balance
      Sheets
              1Statements
      of Operations
              2Statement
      of Cash Flows
              3Notes
      to Financial Statements
              4Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              11Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              13Item
      4T. Controls and Procedures
              13Part
      II.
              Other
      InformationItem
      1. Legal Proceedings
              14Item
      1A. Risk Factors
              14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              14Item
      3. Defaults Upon Senior Securities
              14Item
      4. Submission of Matters to a Vote of Security Holders
              14Item
      5. Other Information
              14Item
      6. Exhibits
              14SIGNATURES












PART
I - FINANCIAL INFORMATION
  ITEM
1 – FINANCIAL STATEMENTS (UNAUDITED)


FUND.COM
      INC.(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEETSJune
      30,
                2008
              
              
              December
      31, 2007ASSETS
              
              (Unaudited)
              
              
              (Audited)CURRENT
      ASSETSCash
              
              $
              301,735
              
              
              $
              603,558Total
      current assets
              
              
              301,735
              
              
              
              603,558Intangible
      Assets, net
              
              
              9,999,500
              
              
              
              9,999,500Certificate
      of Deposit
              
              
              20,638,333
              
              
              
              20,138,333TOTAL
      ASSETS
              
              $
              30,939,568
              
              
              $
              30,741,391LIABILITIES
      AND STOCKHOLDERS' EQUITY:CURRENT
      LIABILITIES:Accounts
      payable
              
              $
              559,632
              
              
              $
              137,657Advances
      from shareholders
              
              
              34,730
              
              
              
              77,150Total
      current liabilities
              
              
              594,362
              
              
              
              214,807TOTAL
      LIABILITIES
              
              
              594,362
              
              
              
              214,807COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY:Preferred
      stock, 10,000,000 shares authorized, none issued and
      outstanding
              
              
              -
              
              
              
              -Class
      A Common stock, $0.001 par value, 100,000,000 sharesauthorized;
      43,612,335 shares issued and outstanding
              
              
              43,612
              
              
              
              436Class
      B Common stock, $0.001 par value, 10,000,000 sharesauthorized;
      6,387,665 shares issued and outstanding
              
              
              6,388
              
              
              
              6,388Additional
      paid-in-capital
              
              
              31,212,569
              
              
              
              30,694,740Stock
      subscription
              
              
              450,000
              
              
              
              -Accumulated
      deficit during the Development Stage
              
              
              (1,367,363
              )
              
              
              (174,980
              )Total
      stockholders' equity
              
              
              30,345,206
              
              
              
              30,526,584TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              30,939,568
              
              
              $
              30,741,391




The
accompanying notes are an integral part of these consolidated financial
statements








1




FUND.COM
      INC.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF OPERATIONSFOR
      THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 ANDFOR
      THE PERIOD SEPTEMBER 20, 2007 (INCEPTION) THROUGH JUNE 30,
      2008For
      the Period fromSeptember
      20, 2007Three
      Months Ended
              
              
              Six
      Months Ended
              
              
              (inception)
      toJune
      30, 2008
              
              
              June
      30, 2008
              
              
              June
      30, 2008Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Costs
      of revenue
              
              
              -
              
              
              
              -
              
              
              
              -Gross
      profit
              
              
              -
              
              
              
              -
              
              
              
              -Operating
      expense
              
              
              1,006,734
              
              
              
              1,692,671
              
              
              
              2,006,112Loss
      from operations before interest income andprovision
      for (benefit from) income tax
              
              
              1,006,734
              
              
              
              1,692,671
              
              
              
              2,006,112Interest
      income
              
              
              250,288
              
              
              
              500,288
              
              
              
              638,749Provision
      for (benefit from) income tax
              
              
              -
              
              
              
              -
              
              
              
              -250,288
              
              
              
              500,288
              
              
              
              638,749Net
      loss
              
              $
              (756,446
              )
              
              $
              (1,192,383
              )
              
              $
              (1,367,363
              )Weighted
      Average Common Shares Outstanding:Basic
      and diluted
              
              
              50,000,000
              
              
              
              50,000,000Earnings
      per share:Basic
      and diluted
              
              $
              nil
              
              
              $
              nil




The
accompanying notes are an integral part of these consolidated financial
statements






2






FUND.COM
      INC.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF CASH FLOWSFOR
      THE SIX MONTHS ENDED JUNE 30, 2008 ANDFOR
      THE PERIOD SEPTEMBER 20, 2007 (INCEPTION)THROUGH
      JUNE 30, 2008For
      the Period fromSix
      Months
              
              
              September
      20, 2007Ended
              
              
              (inception)
      toJune
      30, 2008
              
              
              June
      30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (1,192,383
              )
              
              $
              (1,367,363
              )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Compensation
      recognized under stock incentive plan
              
              
              561,005
              
              
              
              561,005Changes
      in assets and liabilities:Accounts
      payable
              
              
              421,975
              
              
              
              559,632Net
      cash used in operating activities
              
              
              (209,403
              )
              
              
              (246,726
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Certificate
      of deposit
              
              
              -
              
              
              
              (20,000,000
              )Accrued
      interest from certificate of deposit
              
              
              (500,000
              )
              
              
              (638,333
              )Purchase
      of intangible asset
              
              
              -
              
              
              
              (9,999,500
              )Net
      cash used in  investing activities
              
              
              (500,000
              )
              
              
              (30,637,833
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the sale of common stock
              
              
              -
              
              
              
              30,701,564Subscription
      received from investor
              
              
              450,000
              
              
              
              450,000Advances
      from shareholders
              
              
              -
              
              
              
              77,150Repayment
      of shareholders advances
              
              
              (42,420
              )
              
              
              (42,420
              )Net
      cash provided by financing activities
              
              
              407,580
              
              
              
              31,186,294INCREASE
      (DECREASE) IN CASH
              
              
              (301,823
              )
              
              
              301,735CASH,
      BEGINNING OF YEAR
              
              
              603,558
              
              
              
              -CASH,
      END OF YEAR
              
              $
              301,735
              
              
              $
              301,735Supplemental
      DisclosuresCash
      paid during the year for interest
              
              $
              -
              
              
              $
              -Cash
      paid during the year for taxes
              
              $
              -
              
              
              $
              -




The
accompanying notes are an integral part of these consolidated financial
statements
   3
  Fund.com
Inc.
  (a
development stage company)
  Notes
to Unaudited Financial Statements
  June
30, 2008
 
 NOTE 1 –
ORGANIZATION
 
 The
consolidated financial statements of Fund.com Inc. (f/k/a Meade Technologies
Inc.) (the “Company”) include the accounts of its wholly owned subsidiaries,
Fund.com Technologies Inc. (“FT”), Fund.com Managed Products Inc. (“FMP”) and
Fund.com Capital Inc. (“FC”).    The year end for the
Company and its wholly owned subsidiaries is December 31.
 
 On
September 20, 2007, the Company was incorporated in the state of
Delaware.  The Company is in its development stage and has not begun
the process of operating this business.  The Company is still in the
process of researching and developing its business and raising
capital.
 
 On
September 27, 2007, FT was incorporated in the state of Delaware. FT is a wholly
owned operating subsidiary of the Company and 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, FMP was incorporated in the state of
Delaware.  FMP is a wholly owned operating subsidiary of the Company
that focuses on asset management advisory services and related
products.
 
 On
September 27, 2007, FC was incorporated in the state of Delaware.  FC
is a wholly owned operating subsidiary of FMP that will serve 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.
 
 The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission
(SEC).  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations.  In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Company as of June 30,
2008 and the related operating results and cash flows for the interim period
presented have been made. The results of operations of such interim periods are
not necessarily indicative of the results of the full year.  This
financial information should be read in conjunction with the Consolidated
Financial Statements and Notes thereto included in the Company’s Annual Report
on Form 10-KSB for the year ended December 31, 2007. There have been no changes
in significant accounting policies since December 31, 2007.
 
 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 Fund.com Inc. and its
wholly owned subsidiaries.  All material intercompany accounts and
transactions are eliminated in consolidation.
   
 4
 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 revenue in accordance with Staff Accounting Bulletin (SAB)
No. 104, “Revenue Recognition in Financial Statements” 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.  Cash and cash
equivalents are defined to include cash on hand and cash in the
bank.
 
 Certificate of
Deposit
 
 The
Company deposited $20,000,000 into a fixed Certificate of Deposit with an
interest rate of 5.00% per annum, for a term of three years.  Accrued
interest of $638,333 has been recorded as of June 30, 2008.
 
 Advertising
Costs
 
 All
advertising costs are charged to expense as incurred. There was no advertising
expense for the period ended June 30, 2008.
 
 Research and
Development
 
 Costs are
expensed as incurred.  There were no research and development expense
for the period ended June 30, 2008.
 
 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 follows:
 
 
 Asset
      Category
                
                Depreciation/
      Amortization PeriodFurniture
      and Fixture
                
                3
      YearsOffice
      equipment
                
                3
      YearsLeasehold
      improvements
                
                5
      Years
 
 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.
   5
 
 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.
 
 Reclassification
 
 Certain
amounts in the prior year consolidated financial statements have been
reclassified for comparative purposes to conform to the presentation in the
current year consolidated financial statements.
 
 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 June 30, 2008, 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 sale 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.
 
 Accounting for the
Impairment of Long-Lived Assets
 
 The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. It is reasonably possible that these assets could
become impaired as a result of technology or other industry changes.
Determination of recoverability of assets to be held and used is by comparing
the carrying amount of an asset to future net undiscounted cash flows to be
generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of assets exceeds the fair value of the assets. Assets to be disposed of
are reported at the lower of the carrying amount or fair value less costs to
sell. There was no impairment of long-lived assets as of June 30,
2008.
 
 Stock-Based
Compensation
 
 In
October 10, 2006 FASB Staff Position (FSP) issued FSP FAS 123(R)-5 “Amendment 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. 123(R)”. The FSP provides that instruments
that were originally issued as employee compensation and 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 have been applied in the first reporting
period beginning January 1, 2007. The Company does not expect that its adoption
of FSP FAS 123(R)-5 will have a material impact on its consolidated results of
operations and financial condition.
 
 Recent Accounting
Pronouncements
 
 Recent
accounting pronouncements that the Company has adopted or will be required to
adopt in the future are summarized below.
   6
   Fair value
measurements
 
 In
September 2006, the FASB issued SFAS 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 has been adopted by the
Company in the first quarter of fiscal year 2008. 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.
 
 Taxes collected from
customer and remitted to governmental authorities
 
 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. The Company currently presents such taxes net. EITF 06−3 has been adopted
during the first quarter of fiscal year 2008. These taxes are currently not
material to the Company’s consolidated financial statements.
 
 Effects of Prior Year
Misstatements when Quantifying Misstatements in the Current Year Financial
Statements
 
 In
September 2006, the SEC issued SAB 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, and has been adopted by the Company since its inception
on September 20, 2007. The Company does not expect the adoption of SAB 108 to
have a material impact on its consolidated results of operations and financial
condition.
 
 Fair Value Option for
Financial Assets and Financial Liabilities
 
 In
February 2007, the FASB issued SFAS 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, and 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’s consolidated results of operations
and financial position.
  Business
Combinations
  In
December, 2007, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141 (revised 2007), “Business
Combinations” (hereinafter “SFAS No. 141 (revised 2007)”). This statement
establishes principles and requirements for how an acquirer a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquiree, b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase and c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. The scope of SFAS No. 141 (revised 2007) is
broader than the scope of SFAS No. 141, which it replaces. The effective date of
SFAS No. 141 (revised 2007) is for all acquisitions in which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. The adoption of this statement is not expected to
have an immediate material effect on the Company’s consolidated financial
condition or results of operations.
 
 
 7
 
 Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB 51
 
 In
December, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (hereinafter
“SFAS No. 160”). This statement establishes accounting and reporting standards
that require a) the ownership interests in subsidiaries held by parties other
than the parent be clearly identified, labeled and presented in the consolidated
statement of financial position with equity, but separate from the parent’s
equity, b) the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, c) changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, d) when a subsidiary is
deconsolidated, any retained noncontrolling  equity investment in the
former subsidiary be initially measured at fair value and e) entities provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. The
effective date of this standard is for fiscal years and interim periods
beginning on or after December 15, 2008. The adoption of this statement had no
immediate material effect on the Company’s consolidated financial condition or
results of operations.
 
 Disclosure about Derivative
Instruments and Hedging Activities
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and
Hedging Activities,” an amendment of FASB Statement No. 133, (SFAS 161). This
statement requires that objectives for using derivative instruments be disclosed
in terms of underlying risk and accounting designation. The Company is required
to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the
potential impact of SFAS No. 161 on the Company’s consolidated financial
statements.
 
 Determination of the Useful
Life of Intangible Assets
 
 In April
2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets,”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets  under FASB 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between
the useful life of a recognized intangible asset under SFAS 142 and the period
of the expected cash flows used to measure the fair value of the asset under
FASB 141 (revised 2007) “Business Combinations” and other U.S. generally
accepted accounting principles.    The Company is currently
evaluating the potential impact of FSP FAS 142-3 on its consolidated financial
statements.
 
 NOTE 3 –
INTANGIBLE ASSET
 
 Intellectual Property
Asset:
 
 During
2007, 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.
 
 NOTE 4 –
EQUITY
 
 Stock Option
Plan
 
 On
December 27, 2007, the Company adopted the Meade Technologies Inc. 2007
Incentive Compensation Plan.  Under this plan, stock options may be
granted to employees, officers, consultants or others who provide services to
the Company.
  The
Black-Scholes method option pricing model was used to estimate fair value as of
the date of grant using the following assumptions:
  Risk-Free
                  4.23%Expected
      volatility
                  50%Forfeiture
      rate
                  10%Expected
      life
                  4
      Years
    8
   On
December 27, 2007, 2,076,111 stock options with a purchase price of $2.30 per
share were granted to officers and employees of the
Company.    Based on the assumptions noted above, the fair
market value of the options issued was valued at $1,627,777.  For the
six months ended June 30, 2008, the compensation expense associated with these
options was $237,384.
 
 In
February 2008, 2,000,000 stock options with a purchase price of $3.50 per share
were granted to officers and employees of the
Company.    Based on the assumptions noted above, the fair
market value of the options issued was valued at $3,818,430.  For the
six months ended June 30, 2008, the compensation expense associated with these
options was $318,203.
 
 In May
2008, 250,000 stock options with a purchase price of $4.00 per share were
granted to officers and employees of the Company.    Based
on the assumptions noted above, the fair market value of the options issued was
valued at $260,051.  For the six months ended June 30, 2008, the
compensation expense associated with these options was $5,418.
 
 Stock
Subscription
 
 During
June, 2008, the Company received $450,000 from an accreditedinvestor forasubscription of 225,000
shares of Class A common stock.
 
 NOTE 5 –
MERGER
 
 On
January 15, 2008, Fund.com Inc. 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 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 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).
 
 NOTE 6 –
SUBSEQUENT EVENTS
 
 During
July, 2008, the Company signed a securities purchase agreement with an
accredited investor to purchase 975,000 shares of Class A Common Stock with
195,000 warrant shares to be purchased at $2.00 per share, of which $450,000 was
funded upfront and the balance of which was due and payable on July 31,
2008..
 
 On August
6, 2008, the Company amended the securities purchase agreement. The amendment
extends the date of the additional closings with respect to the first $500,000
to a date no later than August 8, 2008, with two subsequent closings of
$500,000, no later than September 8, 2008 and October 8, 2008, respectively.
Since its initial $450,000 investment, the purchaser has not complied with any
of its subsequent funding obligations, and there can be no assurance that it
will do so.
 
 Effective
August 6, 2008, the Company appointed Raymond Lang, as President of the Company.
In conjunction with his appointment, he was removed as Chief Executive Officer
of the Company.
   9
 
 Effective
August 6, 2008, the Company appointed Gregory Webster, as Chief Executive
Officer of the Company. In conjunction with his appointment, he was removed from
all other positions at the Company.
 
 The
Company has amended the terms of the Employment Agreements with Mr. Lang and Mr.
Webster to reflect their new titles and roles. The amendment to Mr. Webster’s
agreement also includes an additional option grant to purchase 653,000 shares of
the Company’s Class A common stock at a price per share based upon the closing
price on the OTC Bulletin Board as of August 5, 2008. The first 153,000 shares
will vest upon the grant of the options, with 25% of the remainder vesting on
March 1, 2009, and the balance vesting quarterly over the following 36 months.
In the event of a change of control, vesting will accelerate twelve
months.
 
 The
Company also approved an amendment to the Company’s 2007 Stock Incentive Plan to
permit pricing of option grants in any manner consistent with Section 409A of
the Internal Revenue Code.
 
   10
   ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
   Forward
Looking Statements
   This
Quarterly Report on Form 10-Q includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a discrepancy include, but are not limited to, those
described in our other Securities and Exchange Commission filings. The following
discussion should be read in conjunction with our Financial Statements and
related Notes thereto included elsewhere in this report.
   Business
Overview
  We are a
development stage company that operates an internet based investment fund
marketplace and online community. Our main web presence, www.fund.com, will
provide consumers with free information about investment funds including
original, aggregated and community selected articles about the fund industry,
statistics on fund performance and other fund-specific detail. Our objective is
to establish www.fund.com as a
source of information for individual investors regarding investment funds,
including mutual funds, hedge funds, money market funds, exchange traded funds,
closed end funds, commodity funds and other types of pooled investment
vehicles.  We intend to operate www.fund.com as an
online vertical marketplace and search directory for fund information. We
anticipate that www.fund.com will
derive revenue from online advertising, lead generation and referral
fees.  We also intend, through our wholly owned subsidiary Fund.com
Managed Products Inc., to research and develop intellectual property in the form
of fund investment indexes and related index-linked investment products and to
license this intellectual property to third parties in consideration for
recurring license fees paid to us based on a fixed percentage of assets managed
by such third party using our index-linked investment products. Through another
of our wholly-owned subsidiaries, Fund.com Capital Inc. we intend invest in
index-linked investment products, generally referred to as structured products,
as well as acquire organizations that complement the Company’s business strategy
including asset managers, hedge funds, mutual funds, ETF issuers, investment
product developers and fund service providers.
 
 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. In connection with
the merger we changed our name to Fund.com Inc.   Following the
Merger, we succeeded to the business of Fund.com as our sole line of business
and we ceased being a “shell company”, as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. As a
result of the Merger, summarized in our Form 8-K filed with the Securities and
Exchange Commission on January 17, 2007, management does not believe that it is
informative or useful to compare our results of operations with those of
Eastern. Instead, below we discuss our results of operations and financial
performance.
  Critical
Accounting Policies
  Our
financial statements are presented in U.S. dollars and have been prepared in
accordance with accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the Securities and Exchange
Commission.
  Development
Stage Company
  We comply
with the reporting requirements of SFAS No. 7, “Accounting and Reporting by
Development Stage Enterprises.”
   11
   Net
Income Per Ordinary Share
  We comply
with the accounting and disclosure requirements of SFAS No. 128, “Earnings Per
Share.” Net income per ordinary share is computed by dividing net income by the
weighted average number of ordinary shares outstanding for the period. Net
income per ordinary share, assuming dilution, reflects the maximum potential
dilution that could occur if securities or other contracts to issue ordinary
shares were exercised or converted into ordinary shares and would then share in
our earnings except where the result would be anti-dilutive. At June 30, 2008,
we had one contract to issue 975,000 ordinary shares.
  Fair
Value of Financial Instruments
  The fair
value of our assets and liabilities, which qualify as financial instruments
under SFAS No. 107, “Disclosure About Fair Value of Financial Instruments,”
approximates the carrying amounts represented in our balance sheet.
  Concentration
of Credit Risk
  Financial
instruments that potentially subject us to concentrations of credit risk consist
of cash accounts in a financial institution, which at times, exceeds the Federal
depository insurance coverage of $100,000. We have not experienced losses on
these accounts and management believes we are not exposed to significant risks
on such accounts.
  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 and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
  Income
Taxes
  We follow
the asset and liability method of accounting for income taxes. Deferred tax
assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that included the
enactment date.
  Foreign Currency
Translation
  The
United States dollar is our reporting and functional currency.
  In
accordance with SFAS 52, “Foreign Currency Translation”, foreign currency
balance sheets will be translated using the end of period exchange rates and
statements of operations will be translated at the average exchange rates for
each period. The resulting translation adjustments to the balance sheet will be
recorded in accumulated other comprehensive income (loss) within stockholders’
equity.
  Foreign
currency transaction gains and losses will be included in the statement of
operations as they occur.
  Results
of Operations for the Three and Six Month Periods ended June 30,
2008
  We reported a net loss of
$756,446and$1,192,383 for thethree-month periodand the six-month periodendedJune
30,
2008,
respectively.  Until we
implement our business plan, we will not have operating
revenues.
  Overall, for thethree-month
periodendedJune
30, 2008, we
incurred $1,006,734 inoperating
costs.  This amount includes$345,800 related to
compensation expense for stock options,$116,800 related to legal and
professional fees, $206,300related to payroll and
benefits for the officers of the Company,$179,700for consulting
expensesand
$100,000 related to promotional and public relations expense.
   12
  Overall, for thesix-monthsendedJune 30, 2008, we incurred
$1,692,671 inoperating costs.  This amount includes$561,000 related to
compensation expense for stock options,$257,021related to legal and
professional fees, $325,671related to payroll and
benefits for the officers of the Company,$285,965for consulting
expensesand
$142,000 related to promotional and public relations expense.
  The $20million certificate of
deposit with the Global Bank of Commerce (an Antiguan bank), held by our
wholly-owed subsidiary Fund.com Capital Inc., earned interest of
$250,000and $500,000for thethree-month period and the
six-month periodendedJune 30, 2008, respectively.
  Liquidity
and Capital Resources
  At June
30, 2008, we had cash of $301,735 and a working capital deficit of approximately
$292,627.  We will require additional cash in order to fund operating
expenses and other expenses related to infrastructure and business
development.  The Company has entered into a Securities Purchase
Agreement for an additional $1,950,000 in funding through a private placement of
which $450,000 was received prior to June 30, 2008. The purchaser has not
complied with subsequent funding obligations to date for the balance of such
funding, and there can be no assurance that it will do so.  Whether or
not the purchaser so complies, the Company  will be required to raise
additional  capital to allow the Company to develop its revenue
generating opportunities.  Additional sources or cost of funds may
include equity raises or borrowings, but have not been identified at this
time.
  Off-Balance
Sheet Arrangements
  We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
  Contractual
Obligations
  We do not
have any long term debt, capital lease obligations, operating lease obligations,
purchase obligations or other long term liabilities.
  ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Market
risk is a broad term for the risk of economic loss due to adverse changes in the
fair value of a financial instrument. These changes may be the result of various
factors, including interest rates, foreign exchange rates, commodity prices
and/or equity prices. On November 9, 2007, Fund.com Capital entered into a
$20,000,000 certificate of deposit with Global Bank of Commerce, an Antiguan
bank.  The certificate of deposit is denominated in U.S. Dollars and
therefore we believe there is no significant risk related to foreign currency
exchange rates.  The certificate of deposit earns interest at a fixed
rate of 5% and therefore management believes there is no significant risk
related to interest rate fluctuation.
  ITEM
4T. CONTROLS AND PROCEDURES
   (a) Evaluation of Disclosure Controls and
Procedures. Based on an evaluation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or
Rule 15d-15, as of June, 2008, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures were
effective in ensuring that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s
rules and forms. Our Chief Executive Officer and Chief Financial Officer also
concluded that, as of June 30, 2008, our disclosure controls and procedures were
effective in ensuring 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 Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
  (b) Changes in internal controls.
During the quarter ended June 30, 2008, there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
   13
   PART
II - OTHER INFORMATION
  ITEM
1. LEGAL PROCEEDINGS
  None.
  ITEM 1A. RISK FACTORS
  There
have been no material changes in our business, operations or prospects that
would require a change to the Risk Factor disclosure in our Form 8-K filed with
the Securities and Exchange Commission on January 17, 2007.
  ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  On June
30, 2008 the Company entered into a Securities Purchase Agreement for the sale
and issuance of unregistered securities as previously included on Fund.com’s
8-Ks filed on July 11, 2008 and August 7, 2008.
  Repurchases
of Equity Securities
  None.
  ITEM
3. DEFAULTS UPON SENIOR SECURITIES
  None.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  ITEM
5. OTHER INFORMATION
  None.
  ITEM
6. EXHIBITS
  Exhibit No.
                Description4.1
                Securities
      Purchase Agreement, dated June 30, 2008 between Fund.com Inc. and
      Westmoore Capital Group, Series II(Filed as Exhibit
      99.1 to Form 8-K, filed on July 11, 2008)4.2
                Amendment
      to Securities Purchase Agreement, dated August 6, 2008 between Fund.com
      Inc. and Westmoore Capital Group, Series II (Filed as Exhibit 99.2 to Form
      8-K, filed on August 7, 2008)31.1
                Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Rule 13a-14(a) of the Securities Exchange Act, as
      amended.31.2
                Certification
      of the Chief Financial Officer (Principal Financial and Accounting
      Officer) pursuant to rule 13A-14(a) of the Securities Exchange Act, as
      amended.32.1
                Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 .
    14
 
  SIGNATURES
  In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  
 FUND.COM
      INC.August
      14, 2008
                By:/s/
      Gregory WebsterGregory
      WebsterChief
      Executive Officer
                  (Principal
      Executive Officer)
 
 August
      14, 2008
                By:/s/
      Michael HlavsaMichael
      HlavsaChief
      Financial Officer
                  (Principal
      Accounting Officer)











Exhibit
Index
  Exhibit No.
              Description4.1
              Securities
      Purchase Agreement, dated June 30, 2008 between Fund.com Inc. and
      Westmoore Capital Group, Series II(Filed as Exhibit
      99.1 to Form 8-K, filed on July 11, 2008)4.2
              Amendment
      to Securities Purchase Agreement, dated August 6, 2008 between Fund.com
      Inc. and Westmoore Capital Group, Series II (Filed as Exhibit 99.2 to Form
      8-K, filed on August 7, 2008)31.1
              Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Rule 13a-14(a) of the Securities Exchange Act, as
      amended.31.2
              Certification
      of the Chief Financial Officer (Principal Financial and Accounting
      Officer) pursuant to rule 13A-14(a) of the Securities Exchange Act, as
      amended.32.1
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 .