Fund.com Inc (FNDM)

[paywer]

Hello everyone.

Does anyone have any information on the situation here? Have there been any new submissions into the docket?

[ihunter]

Sorry, cheapstcks, I just saw your message in my inbox and replied.

[ericdude]

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
B.E. CAPITAL MANAGEMENT
FUND LP,
Petitioner,
v.
FUND.COM, INC.,
Respondent.
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C.A. No. 12843-VCL
[PROPOSED] STATUS QUO ORDER
IT IS HEREBY ORDERED, this ___ day of February 2022, as follows:
1. Pending further order of the Court, Thomas Braziel shall not take any
action with respect to the Company unless he first provides ten business days’ notice
to the Special Master.
2. For the avoidance of doubt, Braziel shall not transfer or remove any
funds from the Company’s bank account without complying with paragraph (1)
above.
3. Braziel will post a copy of this order to fndmreceivership.com within
twenty-four hours of entry.
4. Braziel will immediately provide a copy of this order to WSFS Bank.
___________________________________
Vice Chancellor Laster

[ericdude]

The more it changes, the more it is the same

[ThomasBraziel]

Hey Captain - Sorry for being slow in posting updated financial information on the Company. You are indeed correct that was and am not allow to invest or doing anything with the cash recovered in the receivership until a Board is appointed, or the Company is liquidated. The cash has been just sitting in the fund.com Inc. bank account. Please check out the receivership website for updated materials, and apologies for the slowness here.

https://www.fndmreceivership.com/

Thanks,

Thomas

[ThomasBraziel]

Hi dude - Unfortunately I was advised not to do anything with the cash in the Company until either a board was reconstituted or liquidated :). Buying MtGox claims would be been pretty sweet, but alas the cash has just been sitting there. We took an aggressive NOL position in order to maximize recoveries. This is subject to review which prevented us from simply sending the cash home to shareholders. Sorry for the lack of updates :)

Thanks, Thomas

[ThomasBraziel]

Hi guys - sorry for being slow in getting materials out on the receivership website. Post-receivership the idea was to look for and consider any and all transactions that would create value for shareholders (whether that be via buying a business, investing the capital, or simply liquidating the Company in the most cost effective way). That said, in order to retain as much of the recoveries from the receivership as possible, we had a take an aggressive NOL position, and with that comes potential audit challenges. This was in the 2017, 2018, and 2019 taxes, and the lookup periods are generally 3 years, so in order to liquidate I have to allow for the audit periods to pass. Anyway, I posted a bunch of new information on the receivership website.

http://www.fndmreceivership.com/

Cash Balance: 2.1m USD (Note: Does Not Include Any Costs To Liquidate)

NOL Position: 8.1m USD

Share Outstanding: 669,539 (Note: Subject to Change)

If anyone has questions, please feel free to email me ([e-mail]).

Thanks, Thomas

[ericdude]

KDAWGFARM Do you still have fndm shares? if so, have you heard from Thomas Braziel lately? and especially why it is so long to settle. thank you hoping this year will be good

[ericdude]

bid and ask has been $ 1 for months now and still no news from where the sales process has been completed. why is it so long?

[Green Tea]

Whoops! I am a relatively new shareholder. When I tried to buy more shares recently, my brokerage said I could not because certain SEC documents had not been filed and they, the brokerage, therefore wanted to protect shareholders from possible fraud because these documents should have been filed long ago. Other brokerages I am told might still allow trades. But the point from what I have read and the brokerage dept with whom I spoke said that the Receiver was supposed to have filed these SEC documents a long time ago. Besides that he said he could not tell me anything. Something does not smell right. The Receiver should explain this plus post on his website the annual returns that he was supposed to have filed and the SEC documents that he was also supposed to have filed. Where are the millions the company is supposed to have and why have the documents not been filed with the SEC that were supposed to have been filed long ago? The SEC likely knows the answer. I thought everything was supposed to be clean when they got rid of this Galanis guy and his buddies. This sounds like the classic duck story.

[Green Tea]

Test

[Captain Marvel]

You cannot consider the stock price in evaluating the value of your shares. The stock price has been depressed artificially. The company has at least 2-2.5 million dollars in cash. Considering there are about 500,000 shares, 30% of the shares having been knocked out by the court, that is about $4-5/share and that does not include what the shell can be sold for.

[ericdude]

Has anyone spoken with Thomas Braziel lately? I can't believe we waited this long to receive just $ 1.39 per share

[ericdude]

Omar is probably not very happy to see the stock price almost 52 weeks low,

[Captain Marvel]

Omar advised me yesterday that Thomas is liquidating the corporation. The shell will have to be sold, assuming it has not already been sold. Or Thomas can distribute the existing monetized assets from the Advisor Shares settlement and the sale of the url, and distribute the proceeds from the shell after it has been sold, assuming it has not already been sold,and all debts have been paid. This will negate any risk from the creation of a new business and the many years it would take for that business to have any value. There are many other substantial problems that will be avoided

[ihunter]

I spoke with Omar Nassar who filed the 13-G this month, and he's interested in engaging in conversations with other shareholders to see how we can maximize the value here and get some liquidity for everyone. He gave me his email to share with other shareholders--I won't post it here but feel free to DM me and I'll give it to you guys.

[KDAWGFARM]

Probably because Thomas Braziel is involved. I'm not sure on valuation, I don't think $4 - 5 is unrealistic. We need more information to know for sure.

[ericdude]

Ok the question is why he wants to invest like that in fndm? and if the bid and ask are this low, does that mean that $ 4 or $ 5 a share is in our dreams?

[KDAWGFARM]

New shareholder:

https://www.otcmarkets.com/filing/conv_pdf?id=15015126&guid=tpDUkp-bmiG5s3h

[Captain Marvel]

Do you have all of his phone numbers?

[ericdude]

Outch

[KDAWGFARM]

twitter

[ihunter]

Has anyone here ever had a reliable way of getting in contact with Thomas? I tried emailing recently and got no response.

[Captain Marvel]

Here are some of the relevant Rules of the Chancery Court of the State of Delaware, which are posted online. Are any of you aware if Thomas followed any of them? If no, it means all of the financial details of the company have been hidden from us. Moreover, under Rule 151(3) the Receiver was required to give the names and addresses of the shareholders to the Register in Chancery unless ordered otherwise by the Court and that while he was exempted because he did not have the money to pay the Transfer Agent for a list of their names and addresses at the outset of the receivership, he subsequently obtained this information but never turned it to over to the Register, thereby precluding the shareholders from communicating with one another about the actions of the Receiver, including whether he complied with the foregoing Rules, how much money he had collected for the sale of each of the company's assets, where the money is, why he has not communicated with the shareholders for the past 16 months on the website he created for this purpose, etc etc etc. Here are some of the relevant Rules of the Delaware Chancery Court that the Receiver was required to comply with:

Rule 158: "... notice of all sales to be made by the receiver shall be sent by the receiver by mail at least 15 days prior to the day of sale to all creditors who have filed claims, and to all stockholders."
Rule 161: "Every receiver shall within 3 months of being appointed submit to the Court a full report of the receiver's proceedings and the state of the affairs of the company,and thereafter make like report at the expiration of each year during the pendency of the receivership."
Rule 162: "Accounts rendered by receivers shall ... show in detail(1) all moneys received, when, from whom or from what source; 2) gains or losses on sales made of the property included in the inventory; (3) payments made, to whom and for what purpose. Every such account shall be accompanied by oath of the receiver that the account is just and true, and shall be filed in the office of the Register in Chancery...."

[ericdude]

I would have to tell him, since the time we have been waiting without having any news, not sure that he knows it ...

[Captain Marvel]

In response to many posts, the Receiver has no authority to do anything with the assets other than monetize them (and resolve any debt, if there was any, which there is not). In other words, he cannot do anything with the cash other than keep it safe and he has no authority to do anything with the shell other than sell it or keep it as an asset if he cannot sell it. As to the shell, he must at least try to sell it rather than hold on to it for his own purposes. The assets belong to the shareholders, not the Receiver. As to the delay, the Receiver has a duty to advise the shareholders as to the status, but he has not advised them of anything in 16 months, an obvious violation of his fiduciary duties.

[ericdude]

someone has seen something as slow as this situation, whether it is the old administration or the new one we know absolutely nothing .....

[Captain Marvel]

I would like to see proof that the receivership has been terminated. There is nothing in the FNDM court filings to this effect. Also, if the receivership was terminated, the Receiver had an obligation to post it on the fndmreceivership.com website. I see no such post. Moreover, the Receiver, would be legally obligated to set a shareholders' meeting.

Some of you have talked about the Receiver investing in Bitcoin. I assume you were joking because the Receiver's legal duty is limited to collecting the assets for the shareholders and not investing in anything. His duties are the same as a trustee in bankruptcy. If he invests any money that he has collected, he has committed a felony as that investment is tantamount to theft. If he did that as a trustee in bankruptcy in federal court, he would be removed from his position by the judge and held in contempt of court and thrown in jail. Both attorneys of record have the same legal responsibility that the Receiver has, which is to do the right thing with the money or be held in contempt of court also.

Moreover, when you invested in FNDM the purpose of that investment for most of you was to invest via Fund in conservative ETFs held by Advisor Shares, not to invest in risky, distressed assets of the type that the the Receiver is in the business of investing in in his own personal business. Once the assets of Fund have been monetized, as most have been, those assets should be distributed to the shareholders based upon the number of shares that they hold. The shareholders can then invest in whatever they want (stocks, bonds, pay bills, buy their spouses a present, put back into their personal bank account or their pension plan, take a vacation, or do whatever they desire with the money). The money is theirs to do with as they please. It belongs to them, not to the Receiver. If the Receiver still holds the corporate shell, including the net operating losses, which are worth one million dollars or more, they should have been sold long ago. Any rumor that the Receiver plans to use the corporate shell and any NOLs is misplaced as they belong to the shareholders and should have been sold and become part of the assets for distribution to the shareholders.

[KDAWGFARM]

Ya not sure what to think. Someone needed $30,000 and someone else thought it was an opportunity to invest some cash.

[ericdude]

someone is willing to pay $ 29,000 at a price of $ 2.35 for 12,000 shares, they probably must know something

[ericdude]

hoping he put the fund.com money in bitcoin a few months ago lol

[KDAWGFARM]

The case was closed. The judge granted the end of the receivership. I'm not sure if Thomas has done anything with the cash. Last I talked to him they were cleaning up a few things and they would either liquidate or try and do something with the NOLs. He's a large shareholder so he's going to try and get as much value as he can.

He is a fan of bitcoin but I'm not sure if he has done anything with the cash. I know he is investing in bitcoin bankruptcy claims with his company and Winland (WELX) but I don't know what he has done with Fund.com

[ericdude]

I asked myself the same question, on Twitter Thomas Braziel often refers to bitcoin

[ihunter]

Is there any movement in the case that you've seen posted anywhere since that March 2020 update on the receivership website? Also, do you know whether Thomas has been at liberty to invest with the cash on balance sheet to-date? It would be interesting if he had, say, been able to be investing that cash in BTC or something already.

[KDAWGFARM]

Well you're dealing with a company that has traded less than 20,000 shares over the last year. I would think that the majority of shares are tied up with a few individuals that aren't selling so the share price is going to be determined by people that are willing to sell off for less because they don't own many shares. Once some type of news is released I'm sure we will see a spike in the share price.

[ericdude]

to see the bid and ask between $ 2 and $ 2.90 we are far from our expectation of seeing the price at $ 5

[KDAWGFARM]

So the case is closed. Thomas requested to end the liquidation. You can search the case and see that it was closed and the final post on the fndmreceivership website shows they are in good standing with Delaware.

[ericdude]

Will it ever be resolved?

[KDAWGFARM]

I haven't heard from him in a while.

[ericdude]

KDAWGFARM do you speake whit Thomas recently ?
Do you have an idea when we gone have some news?

[ihunter]

I believe the holdup is the tax franchise board in Delaware.

[ericdude]

almost 7 months now, Thomas Braziel is not too much hurry to settle this

[ericdude]

It's been a long time since there was such a strong interest in buying so many shares at $ 3.30, hoping that we will see the end soon

[ericdude]

no choice to pay to have this function and it is not giving

[KDAWGFARM]

I guess that person could just send me their email and I could talk to them that way.

[KDAWGFARM]

Quick question for anyone that can answer. Is there a way to reply to a private message without subscibing to investorhub?

[KDAWGFARM]

I don't know about soon. We know that Fund is in good standing with Delaware now, which was the last of the requirements from the court. We should now be able to withdraw the receivership and I expect we will have a meeting of shareholders, I'm not sure when the financials will be published. I'm sure Thomas has already come up with a plan to get the most value out of Fund that he can.

[ericdude]

And the last time you spoke to him, was he confident it was going to be resolved soon?

[ihunter]

ok thanks.

[KDAWGFARM]

3/30. I reach out at the end of each quarter.