EX-99.3
14
f8k011108ex99c_eastern.htm
PRESS RELEASE
f8k011108ex99c_eastern.htm
FUND.COM
INC. BECOMES PUBLICLY TRADED THROUGH REVERSE MERGER WITH EASTERN SERVICES
HOLDINGS, INC.
New
York,
NY,Thursday
January 17, 2008 - Eastern
Services Holdings, Inc. (OTC BB- ESVH.OB) ("Eastern") today announced it has
completed a reverse merger with privately held Fund.com Inc. (www.fund.com)
("Fund.com"). Fund.com intends to operate an Internet-based financial
publishing, online advertising and content licensing business focused
exclusively on the investment fund industry.
Pursuant
to the merger,
Fund.com has merged with and into Eastern, with Eastern as the surviving
company. Eastern has changed its name to "Fund.com Inc." and will
continue the business of Fund.com as its sole line of business. Fund.com's
executive team will replace existing Eastern management.
"We
believe that we have unique
intellectual property represented by our strong brands and our online 'real
estate' located on the Internet at www.fund.com,
a strong domain name that is
broad, easy to remember and highly marketable", said Darren Rennick,
executive-vice president of Fund.com. "Licensing and online advertising at
Fund.com give us a strong platform to monetize our existing IP assets".
Under
the agreement and plan of merger,
Eastern issued 3,711,233 shares of Class A Common Stock and 638,767 shares
of Class B Common Stock to Fund.com stockholders,
representing approximately 87% of the surviving company's fully-diluted shares
and 94% of the surviving company's voting power. All existing holders
of Eastern will continue to hold their shares of common stock, which are
now
denominated "Class A Common Stock. The Class B Common Stock is
identical to the Class A Common Stock, except that the Class B Common Stock
is
convertible into Class A Common Stock on a one-to-one basis and the Class
B
Common Stock has 10 votes per share, whereas the Class A Common Stock has
one
vote per share. EQUITIES Media Acquisition Corporation owns all of the
issued and outstanding Class B Common Stock, representing approximately
59% of
the surviving company's voting power. Eastern did not assume any debt in
the transaction. The share numbers described herein do not give effect
to the
previously disclosed 9-for-1 stock dividend.
Information
concerning Fund.com's business and other disclosures are available
online at www.sec.gov
on Form
8K.
1
About
Fund.com
Fund.com is
an online
publisher focused on the financial information sector, particularly
the $22.6 trillion
fund market.
Fund.com plans
to make available fund Indexes, trademarks and intellectual property
to third
party providers in exchange for licensing fees. For individual investors,
Fund.com plans to be a source of information 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. For banks and financial institutions, Fund.com
intends
to offer licensing agreements for branded customized indexes used to
construct investment products such as ETFs or Index-linked bonds, and
in
exchange for online advertising success-fees, Fund.com plans to connect
product
providers with new clients.
Contact
Justine
Sacco
Tel:
(212) 561-7467
E-mail:
Justine_Sacco@morris-king.com
Safe
Harbor Statement
This
news
release contains various forward-looking statements which consist of any
statement other than a recitation of historical fact and can be identified
by
the use of forward-looking terminology such as "may", "expect", "anticipate,"
"estimate", "plan", "continue" or the negative thereof or other variations
thereon or comparable terminology. The reader is cautioned that all
forward-looking statements are speculative, and there are certain risks
and
uncertainties that could cause actual events or results to differ from
those
referred to in such forward-looking statements.
We
caution that these statements are further qualified by important factors
that
could cause actual results to differ materially from those contained in
the
forward-looking statements, that these forward-looking statements are
necessarily speculative, and there are certain risks and uncertainties
that
could cause actual events or results to differ materially from those referred
to
in such forward-looking statements. These risks and uncertainties include
those set forth from time to time in our filings with the Securities and
Exchange Commission. We are under no obligation, and do not undertake any
duty, to update these forward-looking statements at any
time.
2

EX - 99 . 3 14 f8k011108ex99c _ eastern . htm PRESS RELEASE f8k011108ex99c _ eastern . htm FUND.COM INC . BECOMES PUBLICLY TRADED THROUGH REVERSE MERGER WITH EASTERN SERVICES HOLDINGS , INC . New York , NY , Thursday January 17 , 2008 - Eastern Services Holdings , Inc . ( OTC BB - ESVH . OB ) ( " Eastern " ) today announced it has completed a reverse merger with privately held Fund . com Inc . ( www.fund.com ) ( " Fund.com " ) . Fund.com intends to operate an Internet - based financial publishing , online advertising and content licensing business focused exclusively on the investment fund industry . Pursuant to the merger , Fund.com has merged with and into Eastern , with Eastern as the surviving company . Eastern has changed its name to " Fund . com Inc . " and will continue the business of Fund.com as its sole line of business . Fund.com 's executive team will replace existing Eastern management . " We believe that we have unique intellectual property represented by our strong brands and our online ' real estate ' located on the Internet at www.fund.com , a strong domain name that is broad , easy to remember and highly marketable " , said Darren Rennick , executive - vice president of Fund.com . " Licensing and online advertising at Fund.com give us a strong platform to monetize our existing IP assets " . Under the agreement and plan of merger , Eastern issued 3,711,233 shares of Class A Common Stock and 638,767 shares of Class B Common Stock to Fund.com stockholders , representing approximately 87 % of the surviving company 's fully - diluted shares and 94 % of the surviving company 's voting power . All existing holders of Eastern will continue to hold their shares of common stock , which are now denominated " Class A Common Stock . The Class B Common Stock is identical to the Class A Common Stock , except that the Class B Common Stock is convertible into Class A Common Stock on a one - to - one basis and the Class B Common Stock has 10 votes per share , whereas the Class A Common Stock has one vote per share . EQUITIES Media Acquisition Corporation owns all of the issued and outstanding Class B Common Stock , representing approximately 59 % of the surviving company ' s voting power . Eastern did not assume any debt in the transaction . The share numbers described herein do not give effect to the previously disclosed 9 - for - 1 stock dividend . Information concerning Fund.com 's business and other disclosures are available online at www.sec.gov on Form 8K . 1 About Fund.com Fund.com is an online publisher focused on the financial information sector , particularly the $ 22.6 trillion fund market . Fund.com plans to make available fund Indexes , trademarks and intellectual property to third party providers in exchange for licensing fees . For individual investors , Fund.com plans to be a source of information 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 . For banks and financial institutions , Fund.com intends to offer licensing agreements for branded customized indexes used to construct investment products such as ETFs or Index - linked bonds , and in exchange for online advertising success - fees , Fund.com plans to connect product providers with new clients . Contact Justine Sacco Tel : ( 212 ) 561 - 7467 E - mail : Justine_Sacco@morris-king.com Safe Harbor Statement This news release contains various forward - looking statements which consist of any statement other than a recitation of historical fact and can be identified by the use of forward - looking terminology such as " may " , " expect " , " anticipate , " " estimate " , " plan " , " continue " or the negative thereof or other variations thereon or comparable terminology . The reader is cautioned that all forward - looking statements are speculative , and there are certain risks and uncertainties that could cause actual events or results to differ from those referred to in such forward - looking statements . We caution that these statements are further qualified by important factors that could cause actual results to differ materially from those contained in the forward - looking statements , that these forward - looking statements are necessarily speculative , and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward - looking statements . These risks and uncertainties include those set forth from time to time in our filings with the Securities and Exchange Commission . We are under no obligation , and do not undertake any duty , to update these forward - looking statements at any time . 2