Attached files
| file | filename |
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| EX-16.1 - LETTER FROM JEWETT, SCHWARTZ, WOLFE & ASSOCIATES DATED AS OF NOVEMBER 30, 2009 - FUND.COM INC. | f8k080709ex16i_fund.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report: August 7,
2009
(Date of
Earliest Event Reported)
FUND.COM
INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other
jurisdiction
of
incorporation
or organization)
|
001-34027
(Commission
File Number)
|
30-0284778
(I.R.S.
Employer
Identification
No.)
|
14
Wall Street, 20th
Floor
New
York, New York, 10005
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 618-1633
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
On August 7, 2009, the Audit Committee of the
Board of Directors (the “Audit Committee”) and management of Fund.com Inc. (the
“Company”) determined, after consultation with its independent registered public
accounting firm, that a restatement of its financial statements for the fiscal
year ended December 31, 2008 which was filed on Form 10-K on May 7, 2009 (the “2008 Annual
Report”) is necessary to properly reflect a description of an asset, the
combination of two classes of common stock into one for the purposes of
calculating earnings per share, and the addition of inception to date columns in
both the Statement of Operations and the Statement of Cash Flows. The Company
and the Audit Committee determined that it should take this action to prevent
future reliance on previously issued financial statements set forth in the 2008
Annual Report. Such financial statements should no longer be relied
upon.
Specifically, the Consolidated
Balance Sheets for the years ended December 31, 2008 and December 31, 2007
included an item under assets, “Minority Interest”, which has been revised to
“Advances on behalf of minority shareholder” to more properly reflect the
item. No changes to the financial information were made.
In addition, the Consolidated
Statement of Operations for the year ended December 31, 2008 and for the period
September 20, 2007 (inception) through December 31, 2007 was revised in two
areas. The first was to include a column for September 20, 2007
(inception) through December 31, 2008 which had been omitted in the original
filing. Second, the Class A and B common shares were combined into
one category as the rights of the classes are identical. With
respect to the revisions made in the Consolidated Statements of Cash Flows for
the years ended December 31, 2008 and December 31, 2007, the column for
September 20, 2007 (inception) through December 31, 2008 was added which had
been omitted in the original filing.
As indicated above, the Audit
Committee and management has discussed this matter with its independent
registered public accounting firm, and the Company worked with its independent
registered public accounting firm to include the restated financial statements
as at December 31, 2008 and for the fiscal year then ended, in Amendment No. 1
to the 2008 Annual Report which was filed on August 7, 2009 (“Amendment No. 1 to
the 2008 Annual Report”).
On November 30, 2009, the Company
provided Jewett, Schwartz, Wolfe & Associates with a copy of the
disclosures it is making in response to Item 4.02 on this Form 8-K, and has
requested that Jewett, Schwartz, Wolfe & Associates furnish the Company with
a letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements as promptly as possible. Such letter is filed
herewith as Exhibit 16.1 and is incorporated herein by reference.
Complete
Description
The foregoing description of the new
financial statements is not a complete summary. The new financial statements,
which should be relied upon, are contained in Amendment No. 1 to the 2008 Annual
Report to effect the aforementioned restatements. You are urged to read the
complete documents in Amendment No. 1 to the 2008 Annual Report on the website
of the U.S. Securities and Exchange Commission at www.sec.gov.
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Item
9.01 Financial Statements and Exhibits.
(a) Financial statements of
businesses acquired.
Not applicable.
(b) Pro forma financial
information.
Not applicable.
(c)
Shell company
transactions.
Not applicable.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
16.1
|
Letter from Jewett, Schwartz,
Wolfe & Associates dated as of November 30,
2009.
|
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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.
(Registrant)
By: /s/ Gregory Webster
Name: Gregory
Webster
Title: Chief
Executive Officer
Date: November
30, 2009
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