SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Watson John Henry

(Last)

(First)

(Middle)

110 SPALDING MILL

(Street)

SANDY SPRINGS

30350

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FNDS3000 Corp [ FDTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2009		P		148,571⁽¹⁾	A	$0.175	411,428⁽²⁾	I	See Footnote 1.⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to purchase Common Stock	$0.175	11/30/2009		P		148,571⁽¹⁾		11/30/2009	11/30/2011	Common Stock	148,571	$0	1,911,428	I	See Footnote 1.⁽¹⁾
Warrant to purchase Common Stock	$0.2	07/01/2009		P			262,857	07/01/2009	07/01/2011	Common Stock	262,857	$0	1,762,857⁽²⁾	I	See Footnote 1.⁽¹⁾
Stock Options to purchase Common Stock	$0.26	06/29/2009		A			1,500,000	06/29/2009	06/29/2014	Common Stock	1,500,000	$0	1,500,000	D

Explanation of Responses:

1. On November 30, 2009, in connection with a private placement conducted by the Company, John Watson through JHW Investments LLC, a company beneficially owned by Mr. Watson, purchased 148,571 shares of restricted common stock and 148,571 warrants to purchase common stock at an exercise price of $0.175 per share from the Company. The aggregate purchase price paid was $26,000.

2. To summarize the cumulative number of non-derivative and derivative securities beneficially owned, the prior transactions are listed: On July 1, 2009, in connection with a private placement conducted by the Company, John Watson through JHW Investments LLC, a company beneficially owned by Mr. Watson, purchased 262,857 shares of restricted common stock and 262,857 warrants to purchase common stock at an exercise price of $0.20 per share from the Company. The aggregate purchase price paid was $46,000. On June 29, 2009, the Compensation Committee of the Company approved the 2009 Incentive Stock Plan (the "Plan"). On June 29, 2009, Mr. Watson was granted stock options under the Plan to purchase 1,500,000 shares of common stock at an exercise price of $0.26 per share. The stock options were fully vested on grant date.

	John Watson	12/24/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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