CUSIP No. 360769 103 Schedule 13D
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
COS Capital Partners I, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions). WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e). N/A
6. Citizenship or Place of Organization. Colorado, United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power. 9,047,619
8. Shared Voting Power. 0
9. Sole Dispositive Power. 9,047,619
10. Shared Dispositive Power. 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,047,619
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 8%
14. Type of Reporting Person (See Instructions). OO
Item 1. Security and Issuer
This statement on Schedule 13D relates to Class A Common Stock, par value $.001
("Common Stock") of Fund.com Inc., a Delaware corporation ("Fund.com").
Fund.com's principal executive offices are located at 14 Wall Street, 20th
Floor, New York, New York 10005.
Item 2. Identity and Background
(a) The name of the reporting person is COS Capital Partners I,
LLC ("COS").
(b) The business address of the reporting person is:
102 South Tejon Street, Suite 430
Colorado Springs, Colorado 80903
(c) N/A
(d) No
(e) No
(f) COS is organized in Colorado, United States of America
Item 3. Source and Amount of Funds or Other Consideration
COS purchased the shares for $1,900,000. The funds used to acquire the
shares have come from the working capital of COS.
Item 4. Purpose of Transaction
All shares of Fund.com were acquired in private transactions for
investment purposes. COS granted to Recovery Capital, Inc.
("Recovery Capital") an irrevocable option to purchase COS's shares
of Fund.com, exercisable upon written notice on or prior to June
30, 2010. Recovery Capital gave written notice of such exercise
to COS prior to June 30, 2010. Additionally, through December
31, 2010, COS has the irrevocable right to sell its shares of
Fund.com to Rineon Group, Inc. COS intends to dispose of its
shares in one or more transactions prior to December 31, 2010
in compliance with Rule 144.
COS reserves the right to acquire additional securities of
Fund.com in the open market, in privately negotiated transactions,
or otherwise, to dispose of all or a portion of its holdings in
Fund.com securities, or to change its intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above in this Item 4, COS does not have
any plans or proposals that relate to, or would result in, any
actions or events specified in clauses (a) through (j) of Item
4 to Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) COS owns 9,047,619 shares of Class A Common Stock
of Fund.com., and such shares represent the beneficial ownership
of approximately 8% of the Class A Common Stock of Fund.com issued
and outstanding.
(b) COS has the sole power to vote and dispose of
9,047,619 shares of Class A Common Stock.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer COS granted to Recovery
Capital an irrevocable option to purchase COS's shares of Fund.com,
exercisable upon written notice on or prior to June 30, 2010.
Recovery Capital gave written notice of such exercise to COS prior
to June 30,2010. Additionally, through December 31, 2010, COS
has the irrevocable right to sell its shares of Fund.com to
Rineon Group, Inc.
Item 7. Material to Be Filed as Exhibits
Agreement dated January 5, 2010, among Fund.com, Huntley Family
Investments, LLC,Recovery Capital, Rineon Group, Inc., and IP
Global Investors, Ltd.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: September 1, 2010
COS Capital Partners I, LLC
By: Huntley Family Investments, LLC, as Managing Member
By: Jason D. Huntley
Name and Title: Jason D. Huntley, Manager
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