Fnds3000 Corp - Quarterly Report of Financial Condition (10QSB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2008

COMMISSION FILE NUMBER 333-138512

FNDS3000 CORP.

(Exact name of registrant as specified in its charter)

FUNDSTECH CORP.

(former name of registrant)

Delaware	6099	51-0571588
State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization	Classification Code Number)	Identification No.)

Michael Dodak, Chief Executive Officer

818 A1A North, Suite 201

Ponte Vedra Beach, Florida 32082

(904) 273-2702

(Address and telephone number of registrant's principal executive offices)

(Name, address and telephone number of agent for service)

Copy of communications to:

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

110 Wall Street, 11 ^th Floor

New York, New York 10005

516-833-5034

516-977-1209 (fax)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 27, 2008, the Company had outstanding 21,728,990 shares of its common stock, par value $0.001.

Transitional Small Business Disclosure Format (Check One): Yes o No x

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	14
ITEM 3.	CONTROLS AND PROCEDURES	26
ITEM 3A(T).	CONTROLS AND PROCEDURES	26
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	28
ITEM 5.	OTHER INFORMATION	28
ITEM 6.	EXHIBITS	29
	SIGNATURES	30

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-QSB contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Management's Discussion and Analysis or Plan of Operation." You should carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission, including the Form SB-2 Registration Statement (333-138512). When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "targets," "estimates," and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-QSB. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Estimates of future financial results are inherently unreliable.

From time to time, representatives of FNDS3000, Corp. ("FNDS3000” or the ”Company") (f/k/a FundsTech Corp.) may make public predictions or forecasts regarding the Company's future results, including estimates regarding future revenues, expense levels, earnings or earnings from operations. Any forecast regarding the Company's future performance reflects various assumptions. These assumptions are subject to significant uncertainties, and, as a matter of course, many of them will prove to be incorrect. Further, the achievement of any forecast depends on numerous factors (including those described in this discussion), many of which are beyond the Company's control. As a result, there can be no assurance that the Company's performance will be consistent with any management forecasts or that the variation from such forecasts will not be material and adverse. Investors are cautioned not to base their entire analysis of the Company's business and prospects upon isolated predictions, but instead are encouraged to utilize the entire available mix of historical and forward-looking information made available by the Company, and other information affecting the Company and its products, when evaluating the Company's prospective results of operations. In addition, representatives of the Company may occasionally comment publicly on the perceived reasonableness of published reports by independent analysts regarding the Company's projected future performance. Such comments should not be interpreted as an endorsement or adoption of any given estimate or range of estimates or the assumptions and methodologies upon which such estimates are based. Undue reliance should not be placed on any comments regarding the conformity, or lack thereof, of any independent estimates with the Company's own present expectations regarding its future results of operations. The methodologies employed by the Company in arriving at its own internal projections and the approaches taken by independent analysts in making their estimates are likely different in many significant respects. Although the Company may presently perceive a given estimate to be reasonable, changes in the Company's business, market conditions or the general economic climate may have varying effects on the results obtained through the use of differing analyses and assumptions. The Company expressly disclaims any continuing responsibility to advise analysts or the public markets of its view regarding the current accuracy of the published estimates of outside analysts. Persons relying on such estimates should pursue their own independent investigation and analysis of their accuracy and the reasonableness of the assumptions on which they are based.

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FNDS3000 CORP.

(f/k/a FundsTech Corp.)

(a Development Stage Enterprise)

CONSOLIDATED BALANCE SHEET

(Unaudited)

May 31, 2008

ASSETS

Current Assets
Cash	$	809,151
Prepaid expenses and other current assets		1,929
Total current assets		811,080

Fixed assets, net of accumulated depreciation of $30,496		99,949
Other deposits		11,480
Deposit on software license		850,000
Total assets	$	1,772,509

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accrued payables	$	46,147
Accrued payables due to related party		10,200
Total current liabilities		56,347

Commitments and contingencies

Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; no shares issued and outstanding		-
Common stock $0.001 par value: 70,000,000 shares authorized; 21,042,990 shares issued and outstanding		21,043
Prepaid services paid in common stock		(67,500	)
Additional paid-in capital		6,561,163
Accumulated deficit		(4,798,544	)
Total stockholders’ equity		1,716,162

Total liabilities and stockholders’ equity	$	1,772,50 9

The accompanying notes are an integral part of these consolidated financial statements.

FNDS3000 CORP.

(f/k/a FundsTech Corp.)

(a Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended May 31, 2008			Three Months Ended May 31, 2007			Nine Months Ended May 31, 2008			Nine Months Ended May 31, 2007			Inception to May 31, 2008

Revenues	$	15,907		$	-		$	20,907		$	15,000		$	78,937

Cost of revenues		8,117			-			11,792			50,000			64,116
Gross profit/ (loss)		7,790			-			9,115			(35,000	)		14,821

Operating expenses:
Bad debt expense		-			-			-			17,000			17,000
General and administrative expense		634,426			1,425,324			2,009,526			1,732,155			4,796,361
Total operating expense		634,426			1,425,324			2,009,526			1,749,155			4,813,361

Loss before provision for income tax		(626,636	)		(1,425,324	)		(2,000,411	)		(1,784,155	)		(4,798,541	)

Provision for income tax		-			-			-			-			-

Net loss	$	(626,636	)	$	(1,425,324	)	$	(2,000,411	)	$	(1,784,155	)	$	(4,798,541	)


Basic and fully diluted loss per share	$	(0.04	)	$	(0.16	)	$	(0.14	)	$	(0.22	)	$	(0.48	)

Basic and fully diluted weighted average common shares outstanding		16,727,166			9,159,348			14,292,044			7,971,519			9,921,131

The accompanying notes are an integral part of these consolidated financial statements.

FNDS3000, CORP.

(f/k/a FundsTech Corp.)

(a Development Stage Enterprise)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

							Prepaid Services
					Additional		Paid in			Common						Total
	Common Stock				Paid-in		Common			Stock			Accumulated			Stockholders'
	Shares		Amount		Capital		Stock			Payable			Deficit			Equity

Balances, August 31, 2007		10,642,220	$	10,642	$	2,600,670	$	-		$	174,900		$	(2,798,133	)	$	(11,921	)

Issuance of stock for services in September 2007		22,770		23		14,209		-			-			-			14,232

Issuance of stock for shares payable in September 2007		300,000		300		149,600		-			(149,900	)		-			-

Issuance of common stock for cash in September 2007:
At $0.50 per share(net of offering costs of $25,000)		200,000		200		74,800		-			-			-			75,000

Issuance of common stock for cash in November 2007:
At $0.63 per share(net of offerring costs of $105,000)		2,080,000		2,080		1,192,920		-			-			-			1,195,000

Net loss		-		-		-		-			-			(376,662	)		(376,662	)

Balances, November 30, 2007		13,244,990		13,245		4,032,199		-			25,000			(3,174,795	)		895,649

Issuance of stock for shares payable in December 2007		50,000		50		24,950		-			(25,000	)		-			-

Issuance of stock for services in December 2007		1,003,000		1,003		732,247		(67,500	)		-			-			665,750

Issuance of common stock payable for cash in February 2008:
At $0.625 per share		-		-		-		-			400,000			-			400,000

Net loss		-		-		-		-			-			(997,113	)		(997,113	)

Balances, February 28, 2008		14,297,990		14,298		4,789,396		(67,500	)		400,000			(4,171,908	)		964,286

Issuance of stock for shares payable		640,000		640		399,360		-			(400,000	)		-			-

Issuance of stock for services at $0.50 per share		125,000		125		62,375		-			-			-			62,500

Issuance of warrants for services at $0.25 per share		-		-		81,012		-			-			-			81,012

Issuance of common stock for cash:
At $0.25 per share(net of offerring costs of $260,000)		5,980,000		5980		1,229,020		-			-			-			1,235,000

Net loss		-		-		-		-			-			(626,636	)		(626,636	)

Balances, May 31, 2008		21,042,990	$	21,043	$	6,561,163	$	(67,500	)	$	-		$	(4,798,544	)	$	1,716,162

The accompanying notes are an integral part of these consolidated financial statements.

FNDS3000 CORP.

(f/k/a FundsTech Corp.)

(a Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended			Nine months ended			Inception through
	May 31, 2008			May 31, 2007			May 31, 2008

Cash flows from operating activities
Net loss	$	(2,000,411	)	$	(1,784,155	)	$	(4,798,544	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization		18,763			535			20,072
Stock Compensation		823,494			1,265,862			2,432,806
Reserves on note receivable and legal claim		-			-			376,000
Bad Debt		-			17,000			17,000
Changes in operating assets and liabilities:
Change in accounts receivable		-			(7,324	)		(17,000	)
Change in prepaid expenses and other current assets		12,206			-			(1,929	)
Change in other assets		(11,480	)		(1,545	)		(11,480	)
Change in accounts payable and accrued liabilities		(12,992	)		10,545			56,347
Net cash used in operating activities		(1,170,420	)		(499,082	)		(1,926,728	)

Cash flows from investing activities
Investment in stock purchase		-			(375,000	)		(375,000	)
Loan to Transaction Data Management, Iinc.		-			(1,000	)		(1,000	)
Purchase of property and equipment		(109,667	)		(10,352	)		(120,021	)
Deposit on sofware license		(850,000	)		-			(850,000	)
Net cash used in investing activities		(959,667	)		(386,352	)		(1,346,021	)

Cash flows from financing activities
Proceeds from issuance of common stock		2,905,000			830,000			4,081,900
Net cash provided by financing activities		2,905,000			830,000			4,081,900

Effect of exchange rate changes on cash		-			-			-

Net decrease in cash		774,913			(55,434	)		809,151

Cash - Beginning of year		34,238			175,860			-
Cash - End of period	$	809,151		$	120,426		$	809,151

Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
Schedule of non-cash financing activities:								-
Issuance of common stock for prepaid services	$	67,500		$	-		$	67,500
Issuance of common stock in satisfaction of stock payable	$	174,900		$	-		$	174,900

The accompanying notes are an integral part of these consolidated financial statements.

FNDS3000 CORP.

(f/k/a FundsTech Corp.)

(a Development Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying un-audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial statements. Therefore, they include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These consolidated financial statements should be read in conjunction with the Form 10-KSB for the year ended August 31, 2007 of FNDS3000, Corp. (the “Company" or “FNDS3000”)(f/k/a FundsTech, Corp.).

The interim consolidated financial statements present the consolidated balance sheet, statements of operations, and cash flows of FNDS3000, Corp. and its subsidiaries. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The interim consolidated financial information is un-audited. In the opinion of management, all adjustments necessary to present fairly the financial position as of May 31, 2008 and the results of operations and cash flows presented herein have been included in the consolidated financial statements. Interim results are not necessarily indicative of results of operations for the full year.

NOTE 2 - FORMATION, BACKGROUND AND OPERATIONS OF THE COMPANY

FNDS3000, which is considered to be a development stage enterprise as defined in Financial Accounting Standards Board Statement No. 7., was incorporated under the laws of the state of Delaware on January 24, 2006. The Company’s year end is August 31 ^st .

We are headquartered in Ponte Vedra Beach, Florida.

We are in the business of providing debit card solutions to third parties in cooperation with financial institutions throughout the world. We currently are in the process of installing our first card issuing platform in South Africa. Our initial target market is payroll cards where we enter into agreements with employers who will issue our cards to their employees. The sum of the employees net payroll is sent to our partner bank and is deposited in a trust account. We then apportion each employee’s payroll to their card from which the employee can obtain cash at any ATM or use the card to purchase products or services at virtually any merchant that accepts debit card transactions. We market our products through third party strategic partners.

Consolidation of Subsidiary

The Company has started a wholly-owned subsidiary office in South Africa during the nine months ending May 31, 2008. This operation will be working with the banks of South Africa to provide re-loadable financial products primarily for the sub-prime credit market. All figures are shown on a consolidated basis into US dollars.

Revenue Recognition and Deferred Revenue

We currently generate consulting fees, which arise from providing advisory services under a one year Consulting Agreement with Global Cash Card.

We will generate the following types of revenue as new business is developed:

Initiation fees, which arise from sales of our stored value and debit cards.

Transaction fees, which arise from the use and loading of cash for ATM, debit or stored value cards.

Maintenance fees, which arise from charges for keeping the cards active.

Financial float fees, which arise from cash obtained with the instant load of cash and convenience of stored value, ATM and debit cards before the funds are used.

In general, our revenue recognition policy for fees and services arising from our products is consistent with the criteria set forth in Staff Accounting Bulletin 104 - Revenue Recognition in Financial Statements ("SAB 104") for determining when revenue is realized or realizable and earned. In accordance with the requirements of SAB 104, we recognize revenue when, (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) our price to the buyer is fixed or determinable; and (4) collectibility of the receivables is reasonably assured. More specifically, initiation fee revenue for our stored value cards are recognized when shipped, transaction fee revenue is recognized when the transaction is recorded, maintenance and financial float fees revenue are recognized when the products are used. Consulting fees are recognized as work is performed and per contractual terms with the customer. Costs of revenue, including the cost of printing the prepaid cards, are recorded at the time revenue is recognized.

Accounts Receivable and Allowance for Doubtful Accounts

Our credit terms for stored value cards are net 10 days from the date of shipment. Accounts receivable are determined to be past due if payment is not made in accordance with the terms of our contracts and receivables are written off when they are determined to be uncollectible. We perform ongoing credit evaluations of all of our customers and generally do not require collateral.

We evaluate the allowance for doubtful accounts on a regular basis for adequacy. The level of the allowance account, and related bad debts are based upon our review of the collectibility of our receivables in light of historical experience, adverse situations that may affect our customers' ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Inventories

There are no inventories items as of this date.

Inventories, which are stated at the lower of cost or market as determined using the first in first out method, consist primarily of reloadable stored value ATM cards.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. Estimates that are critical to the accompanying d financial statements arise from our belief that we will secure an adequate amount of cash to continue as a going concern, that our allowance for doubtful accounts is adequate to cover potential losses in our receivable portfolio, that all long-lived assets are recoverable. In addition, the determination and valuation of derivative financial instruments is a significant estimate. The markets for our products are characterized by intense competition, rapid technological development, evolving standards, short product life cycles and price competition, all of which could impact the future realization of our assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

Financial Instruments

We believe the book value of our cash and cash equivalents, receivables and accounts payable and accrued and other liabilities approximates their fair values due to their short-term nature.

Property and Equipment

Property and equipment is stated at cost. Major additions will be capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, will be expensed as incurred. Depreciation and amortization will be provided using the straight-line method over the assets' estimated useful lives, which will range from three to ten years.

Concentration of Credit Risk

Financial instruments, which potentially subject us to significant concentrations of credit risk, consist primarily of accounts receivable, and cash and cash equivalents.

Long-Lived Assets and Impairment

Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" requires that long-lived assets, including certain identifiable intangibles, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets in question may not be recoverable. During the nine months ended August 31, 2008, we had no Long Lived Assets.

Net Earnings or (Loss) Per Share

We compute net earnings or loss per share in accordance with SFAS No. 128 "Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net earnings or loss per share is computed by dividing the net earnings or loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net earnings or loss per share is computed by dividing the net earnings or loss for the period by the number of common and common equivalent shares outstanding during the period (we currently have no common stock equivalent shares which arise from the issuance of options and warrants).

Stock - Based Compensation

We account for equity instruments issued to employees for services based on the intrinsic value of the equity instruments issued and account for equity instruments issued to those other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), which is a revision of SFAS No. 123 “Accounting for Compensation” (“SFAS 123”). SFAS 123R supersedes APB Opinion No 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statements of Cash Flows.” Generally, the approach in SFAS 123R is similar to the approach described in SFAS 123. SFAS 123R requires all share-based payments to employees to be recognized in the income statement based on their grant date fair values over the corresponding service period and also requires an estimation of forfeitures when calculating compensation expense. The company has adopted SFAS 123R. following the modified prospective method. As of May 31, 2008 we have granted stock options, however they have not yet vested under certain performance measures yet to be determined.

Income Taxes

We compute income taxes in accordance with Financial Accounting Standards Statement No. 109 "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Significant temporary differences arise from accounts payable and accrued liabilities that are not deductible for tax reporting until they are paid, and accounts receivable, less deferred revenues, that are not recognized as revenue for tax and reporting purposes until we receive payment.

For the period January 24, 2006 (inception) to May 31, 2008, the Company had approximately $4,803,000 of federal and state net operating losses allocated to continuing operations available. The net operating loss carry forward, if not utilized, will begin to expire in 2024. However, no benefit for income taxes has been recorded due to the uncertainty of the realization of this deferred tax asset.

For financial reporting purposes based upon continuing operations, the Company has incurred a loss in each period since its inception. Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets at May 31, 2008 will not be fully realizable.

Foreign Currency Translation

The financial position and results of operations of the FNDS300 SA operations are measured using the parent’s currency as the functional currency. Assets and liabilities of these operations are translated at the exchange rate in effect at the transaction date. Income statement accounts, with the exception of amortized assets or liabilities, are translated at the average exchange rate during the year. Translation adjustments arising from the use of differing exchange rates from period to period are included in exchange gain or loss in the income statement. Gains and losses that result from foreign currency transactions are included in the calculation of Net income/(loss).

Reclassification

Certain prior year balances have been reclassified to conform to the current year presentation.

Retroactive Restatement

The current and prior year balances have been retroactively restated to present the 2 for 1 stock split effective on January 7, 2008.

Recent Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140 , to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , to permit fair value measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets , to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a material effect on the Company's future reported financial position or results of operations.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in tax positions and requires that a Company recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 is not expected to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 provides guidance on the definition of fair value, methods to measure fair value, and expanded disclosures of fair value. SFAS No. 157 is effective as of the first interim or annual reporting period that begins after November 15, 2007. Accordingly, the Company has adopted SFAS No. 157 in its quarter ending November 30, 2007.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” which allows companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, this statement will have on our financial statements.

In December 2007, the FASB issued SFAS No 141R (revised 2007), “Business Combinations”, which changes accounting and reporting requirements for business acquisitions in fiscal years beginning on or after Dec. 15, 2008. When effective, FAS 141R will replace the original FAS 141 in its entirety. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 160.

In December 2007,, the FASB issued SFAS No. 160 “Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”, which is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require:

The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity.

The amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income.

Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for consistently. A parent’s ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions. When a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary is initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment rather than the carrying amount of that retained investment.

Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R).

NOTE 3 - GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred losses from operations since our inception, and at the present time, we anticipate that we will exhaust our current cash resources in the third quarter of fiscal 2008. In addition, we expect to have ongoing requirements for capital investment to implement our business plan. As such, our ability to continue as a going concern is contingent upon us being able to secure an adequate amount of debt or equity capital to enable us to meet our operating cash requirements and successfully implement our business plan. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate.

Since inception, our operations have primarily been funded through private equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing.

However, there can be no assurance that our plans discussed above will materialize and/or that we will be successful in funding our estimated cash shortfalls through additional debt or equity capital and/or any cash generated by our operations. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

NOTE 4 – DEPOSIT ON SOFTWARE LICENSE AGREEMENT

On November 21, 2007, FNDS3000 made a down payment and entered into a Software License Agreement (the “License”) with World Processing, Ltd to allow FNDS3000 to provide a software platform for electronic payment and transaction processing. The License will be depreciated over 7 years, when the application has started to process transactions. There will be additional payments due of $650,000, over a certain period of time with interest, due when the license is certified to process transactions over certain financial networks. Under the License agreement there are royalties to be paid when certain transaction volumes are met.

NOTE 5 - PRIVATE PLACEMENTS OF COMMON STOCK

In September, 2007, we issued an aggregate of 200,000 units to one subscriber at an offering price of $0.50 per unit for proceeds of $75,000, net of $25,000 in offering costs, and the issuance of 300,000 units payable of $149,900, net of $100 offering cost. The subscriber that participated in this private offering is an accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) and, as such, we relied on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and one half of one common share purchase warrant. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.625 per share.

In November 2007, we issued an aggregate of 2,080,000 units to seven subscribers at an offering price of $0.625 per unit for proceeds of $1,195,000, net of $105,000 in offering costs, in an offshore transactions relying on Rule 903 of Regulation S of the Securities Act of 1933 . The units were comprised of one share of the common stock of our company and one half of one common share purchase warrant. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.75 per share.

In February 2008, we sold an aggregate of 640,000 units to two subscribers at an offering price of $0.625 per unit for proceeds of $400,000, net of $0 in offering costs. The subscribers that participated in this offering were accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) and, as such, we relied on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and one common share purchase warrant. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.875 per share . The Company issued these securities on March 13, 2008.,

In April 2008, we sold an aggregate of 5,980,000 units to seven subscribers at an offering price of $0.25 per unit for proceeds of $1,235,000, net of $260,000 in offering costs. The subscribers that participated in this offering were accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) and, as such, we relied on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and two common share purchase warrants. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.25 per share . The Company issued these securities on April 30, 2008,

NOTE 6 – OTHER EQUITY TRANSACTIONS

The Company filed a Certificate of Amendment to its Certificate of Incorporation (“Amendment”) with the Secretary of State of the State of Delaware that was effective January 7, 2008. The Amendment was filed to effect a forward split of the issued and outstanding common shares of the Company, whereby every share of common stock held was exchanged for two shares of common stock, this is reflected in the statement of stockholders’ equity.

During January 2008, the Company issued 1,003,000 shares for services rendered, for a value of $733,250. A portion of this issuance was prepaid for services yet to be performed in the amount of $67,500, which has been accounted for as Prepaid Services paid in common stock.

Included in the above issuances, the Company increased each of the external board members 200,000 shares of common stock. Accordingly, Michele Di Mauro was issued 200,000 shares and Pierre Besuchet was issued 100,000 shares which were in addition to Mr. Besuchet’s already issued 100,000 shares.

The Company issued 125,000 shares for services rendered, for a value of $62,500 during the three month period ending May 31, 2008.

The Company issued common stock purchase warrants to Pierre Besuchet with an exercise price of $0.25 per share, with an estimated fair valuation of $81,011, for services during the three month period ending May 31, 2008. Under a black-scholes model the main assumptions for the estimate are a discount rate of 2.25% and a volatility rate of 50.9%.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has the following office rent arrangements:

The Company moved its corporate address location and has signed a new lease agreement on a 26 month basis starting November 1, 2007 and continuing through January 31, 2009. The monthly lease amount for the new lease is $4,188.

Lease obligation under the current lease is as follows:

Remainder under lease obligation through August 2008	$	12,564
Fiscal year ended August 2009		50,250
Fiscal year ended August 2010		20,938

Total lease obligation	$	83,752

NOTE 8 – SUBSEQUENT EVENTS

The Company has fulfilled orders for 5,000 prepaid cards in the United States. This represents the Company’s continued shift from a developmental to operational organization.

The Company announced the receipt of a 20,000 co-branded prepaid card order from South Africa. This card will be issued under the “Diamond Cash Card” brand and will be distributed by Symelation Corp to it’s customers from the beginning of July 2008.

In June 2008 we passed all testing requirements for Bankserv for the processing of ATM debit card transactions in South Africa. Bankserv’s infrastructure integrates bank systems and communications environments, providing a cost-effective, reliable, non-stop, interbank payment processing service. It’s services include multiple electronic payment and delivery capabilities that facilitate connectivity, message management, billing, settlement and MIS (Management Information Service) for participating banks. The connectivity that FNDS3000 has through Bankserv allows ATM transaction at virtually all ATMs in South Africa for debit cards issued by FNDS3000.

In June 2008 FNDS3000 received it’s registration number from Mercantile Bank Ltd as a Third Party Processor (TPP) for MasterCard branded cards. This allows FNDS3000 to process debit card transactions on it’s transaction processing platform.

In June 2008 the Company’s Board approved the appointment of Ernst Schoenbaechler to the Board of Directors, which appointment is subject to Mr. Schoenbaechler’s acceptance of such position.

As of July 1,2008, the Company acquired the assets of a U.S.-based company that markets merchant acquiring services and prepaid card programs. The terms call for $1,000,000 in cash paid over 2 years and 3,000,000 shares of the Company’s common stock. There is a contingent stock payment of 2,000,000 shares predicated on the performance of the acquired assets.

In June 2008, we sold an aggregate of 468,000 units at an offering price of $0.25 per unit for proceeds of $117,000. We sold the units to the subscribers as accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) relying on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and two common share purchase warrants. Each common stock share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.25 per share.

As of April 30, 2008, the Company issued common stock purchase warrants to Pierre Besuchet with an exercise price of $0.25 per share, with an estimated fair valuation of $81,011, for services during the three month period ending May 31, 2008. The warrants are exercisable for a period of 24 months.

As of June 1, 2008, the Company has entered into a three year employment agreement with Michael Dodak as CEO. The terms of the contract include an initial salary of $220,000 and 1,000,000 cashless stock options at an exercise price of $0.30 per share. There are other performance bonuses available at the discretion of the board of directors. There is an 18 month severance if terminated early.

As of June 1, 2008, the Company has entered into a three year employment agreement with David Fann as president. The terms of the contract include an initial salary of $220,000 and 1,000,000 cashless stock options at an exercise price of $0.30 per share. There are other performance bonuses available at the discretion of the board of directors. There is an 18 month severance if terminated early.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This Quarterly Report on Form 10-QSB contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements reflect our current view with respect to future events and financial results. Forward-looking statements usually include the verbs, "anticipates," "believes," "estimates," "expects," "intends," "plans," projects," "understands" and other verbs suggesting uncertainty. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

We have attempted to identify additional significant uncertainties and other factors affecting forward-looking statements. Such can be found in the Risk Factor section which appears in the form SB-2 and our recently filed 10KSB, which was filed with the United States Securities & Exchange Commission on January 8, 2007 and November 14, 2007, respectively.

Management is currently unaware of any trends or conditions other than those mentioned in this management's discussion and analysis that could have a material adverse effect on the Company's financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future and, (vi) a very competitive and rapidly changing operating environment.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read with the financial statements of the Company included elsewhere herein and with previously reported form 10KSB.

Recent Developments

The Company filed a Certificate of Amendment to its Certificate of Incorporation (“Amendment”) with the Secretary of State of the State of Delaware that was effective January 7, 2008. The Amendment was filed to effect a forward split of the issued and outstanding common shares of the Company, whereby every share of common stock held was exchanged for two shares of common stock. Effective March 28, 2008, the Company changed its name to FNDS3000 Corp. In addition, effective March 28, 2008, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from FNDS to FDTC.

The Company has started a wholly-owned subsidiary office in South Africa during the prior quarter. This operation is working with a bank in South Africa to provide re-loadable cards to various demographic segments in South Africa. Our first product is a payroll card that is marketed through strategic partners to employers who then issue our debit card to their employees. The employee’s net pay is loaded onto the card by our platform that is installed in Johannesburg, South Africa. The employee can then use the card to withdraw cash at any ATM or purchase products and services from merchants who accept debit cards via a point of sale (POS) device; We market our products through strategic partners (we currently have signed agreements with three strategic partners) who are currently marketing the cards using the name “Diamond Cash Card”. Our program allows our strategic partners as well as other qualified third parties to brand their cards with a different name.

We are currently issuing debit cards to our customers in the U.S. through third party processors. These debit cards are general spend cards and are loaded by the cardholder through various sites throughout the U.S. We sell this card through strategic partners in the U.S. who in turn resell the cards to third parties under various brand names and are branded with the MasterCard logo so they can be used to withdraw cash or purchase products or services at any location that accepts MasterCard debit cards.

All figures are shown on a consolidated basis into US dollars.

Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosure of contingent assets and liabilities. We evaluate estimates, including those related to stock based compensation and revenue recognition on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity, that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following are the critical accounting policies used in the preparation of our financial statements:

Revenue Recognition

In general, we recognize revenue when, (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) our price to the buyer is fixed or determinable; and (4) collectibility of the receivables is reasonably assured. More specifically, initiation fee revenue for our stored value cards are recognized when shipped, transaction fee revenue is recognized when the transaction is recorded, maintenance and financial float fees revenue are recognized when the products are used. For the period ended May 31, 2008, income was generated from the issuance of debit cards. Cards are sold as a product and recognized when produced and shipped. Costs of revenue is the production and shipping costs of the cards

Consulting fees are recognized as work is performed and per contractual terms with the customer. Costs of revenue, including the cost of printing the prepaid cards, are recorded at the time revenue is recognized.

Stock - Based Compensation

We account for equity instruments issued for services based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable. Stock based compensation was determined using the fair value of the services performed due to the lack of historical fair value of the equity instruments.

Results of Operations for the Three and Nine Months Ended May 31, 2008 and 2007.

Revenue

Total revenues for the three month periods ended May 31, 2008 and 2007 were $15,907 and $0, respectively. Revenues for the nine month periods ended May 31, 2008 and 2007 were $20,907 and $15,000, respectively. In the nine month period ended May 31, 2008 revenues were mainly generated through sale of cards. During the nine month period ended May 31, 2007, revenues were mainly generated through consulting fees.

Cost of Revenue

Cost of revenues for the three month periods ending May 31, 2008 and 2007 was $8,117 and $0, respectively. The costs of revenues for the three month period ended May 31, 2008 was for processing application fees and card costs. Cost of revenues for the nine month periods ended May 31, 2008 and 2007 were $11,792 and $50,000, respectively. In the nine month period ended May 31, 2008 cost of revenues were mainly for cost of card stock and processing application fees. During the nine month period ended May 31, 2007, the costs were payments to consultants.

Operating Expenses

Operating expenses for the three month periods ending May 31, 2008 and 2007 were $634,426 and $1,425,324, respectively. Operating expenses for the nine month periods ending May 31, 2008 and 2007 were $2,009,562 and $1,749,155, respectively. General and administration costs include personnel costs, office, legal, marketing and miscellaneous expenses. During the nine month period ending May 31, 2008 and 2007, there were significant issuances of stock and warrants as compensation for services, in the amounts of $823,494 and $1,265,862, respectively.

Results of Operations

The Company's continuing operating loss after taxes and minority interest for the three month period ending May 31, 2008 and 2007 was $626,636 and $1,425,324, respectively. The loss for the nine month period ending May 31, 2008 and 2007 was $2,000,411 and $1,784,155, respectively.

Liquidity and Capital Resources

Presently, our revenue is not sufficient to meet our operating and capital expenses. Management projects that we will require additional funding to expand our current operations. There is some substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon successful and sufficient market acceptance of our products and maintaining a break even or profitable level of operations. We have incurred operating losses since inception, and this is likely to continue into the fiscal year ended August 31, 2008. Management projects that we may require an additional $900,000 to $1,400,000 to fund our operating expenditures for the next twelve month period. Projected capital requirements for the next twelve month period, are broken down as follows:

Estimated Working Capital Expenditures During the Next Twelve Month Period

Operating expenditures

Marketing	$	50,000	-	$	80,000
General and Administrative	$	50,000	-	$	200,000
Legal and Accounting	$	90,000	-	$	100,000
Working Capital	$	50,000	-	$	350,000
License Fees	$	650,000	-	$	650,000
Website Development Costs	$	10,000	-	$	20,000

Total	$	900,000	-	$	1,400,000

Our cash on hand as of May 31, 2008 and 2007 was $809,151 and $120,426, respectively. As of May 31, 2008 and 2007, we had positive working capital of $754,733 and $109,043, respectively. We require funds to enable us to address our minimum current and ongoing expenses, continue with marketing and promotion activity connected with the development and marketing of our products and increase market share. We anticipate that our cash on hand and the revenue that we anticipate generating going forward from our operations may not be sufficient to satisfy all of our cash requirements for the next twelve month period. If we require any additional monies during this time, we plan to raise any such additional capital primarily through the private placement of our equity securities.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financial statements for the period ended August 31, 2007, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. There is substantial doubt about our ability to continue as a going concern as the continuation and expansion of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our products, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

The financial requirements of our company for the next twelve months are primarily dependent upon the financial support through credit facilities of our directors and additional private placements of our equity securities to our directors and shareholders or new shareholders. The issuance of additional equity securities by us may result in a significant dilution in the equity interests of our current shareholders. Even though our company has determined that we may not have sufficient working capital for the next twelve month period, our company has not yet pursued such financing options. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations. We do not currently have any plans to merge with another company, and we have not entered into any agreements or understandings for any such merger.

We can give no assurance that we will be successful in implementing any phase or all phases of the proposed business plan or that we will be able to continue as a going concern.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

We have had minimal revenues from operations and if we are not able to obtain further financing we may be forced to scale back or cease operations or our business operations may fail.

To date, we have not generated significant income from our operations and we have been dependent on sales of our equity securities to meet the majority of our cash requirements. During our fiscal year ended August 31, 2007 we have generated $33,030 in revenue. During the nine months ended May 31, 2008, we generated $20,907 in revenue. As of May 31, 2008, we had cash of $809,151 and working capital of $754,733. We may never generate positive cash flow from operations, including during the year that is to end August 31, 2008. We estimate that we will require between $900,000 and $1,400,000 to carry out our business plan for the next twelve month period. Because we cannot anticipate when we will be able to generate significant revenues from sales, we will need to raise additional funds to continue to develop our business, respond to competitive pressures and to respond to unanticipated requirements or expenses. If we are not able to generate significant revenues from the sale of our products, we will not be able to maintain our operations or achieve a profitable level of operations.

We have only commenced our business operations in January 2006 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, we may not achieve profitable operations and ultimately our business may fail.

We have a limited operating history. Our operating activities since our incorporation on January 24, 2006 have consisted primarily of raising operating capital and marketing our products and services to prospective customers. Our prospects are subject to the risks and expenses encountered by start up companies, such as uncertainties regarding our level of future revenues and our inability to budget expenses and manage growth and our inability to access sources of financing when required and at rates favorable to us. In addition, our company is faced with other risks more specific to our market industry which may affect our ability to, among other things:

	·	expand our subscriber base and increase subscriber revenues;

	·	attract licensing customers;

	·	compete favorably in a highly competitive market;

	·	access sufficient capital to support our growth;

	·	recruit, train and retain qualified employees;

	·	introduce new products and services; and

	·	upgrade network systems and infrastructures.

Our limited operating history and the highly competitive nature of our business make it difficult or impossible to predict future results of our operations. We may not succeed in developing our business to a level where we can achieve profitable operations, which may result in the loss of some or all of your investment in our common stock.

The fact that we have only generated limited revenues since our incorporation raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors' report in connection with our audited financial statements.

We have generated limited revenues since our inception on January 24, 2006. Since we are still in the early stages of operating our company and because of our lack of operating history, our independent auditors' report includes an explanatory paragraph about our ability to continue as a going concern. We will, in all likelihood, continue to incur operating expenses without significant revenues until our products gain significant popularity. Between January 24, 2006 and our fiscal year ended August 31, 2006, we raised $197,000 through the sale of shares of our common stock. For the year ended August 31, 2007, we raised $979,900 through the sale of shares of our common stock. In the latest nine month period ended May 31, 2008, we raised $2,905,000. Based upon current estimates, we estimate our average monthly operating expenses in the future to be approximately $10,000 per month. We will not be able to expand our operations beyond current levels without generating significant revenues from our current operations or obtaining further financing. Our primary source of funds has been the sale of our common stock. We can offer no assurance that we will be able to generate enough interest in our products. If we cannot attract a significant customer base, we will not be able to generate any significant revenues or income. In addition, if we are unable to establish and generate material revenues, or obtain adequate future financing, our business will fail and you may lose some or all of your investment in our common stock. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the financial statements for the period ended August 31, 2007 .

We will need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to scale back or cease operations or discontinue our business.

We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing when such funding is required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our product selection and our business model. Furthermore, there is no assurance that we will not incur further debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, thereby jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to maintain our operations, which may result in the loss of some or all of your investment in our common stock.

Our company anticipates that the funds that were raised from fifty subscribers pursuant to private placements that were entered into between January 24, 2006 and May 31, 2008 will not be sufficient to satisfy our cash requirements for the next twelve month period. Also, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

		·	we incur delays and additional expenses as a result of technology failures;

		·	we are unable to create a substantial market for our products; or

		·	we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could prevent us from pursuing our business plan, expanding our business operations and ultimately achieving a profitable level of such operations.

We will depend almost exclusively on outside capital to pay for the continued development and marketing of our products. Such outside capital may include the sale of additional stock, shareholder advances and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet our continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us will result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue our operations and so may be forced to scale back or cease operations or discontinue our business.

We rely on a complex network of relationships, each of which are necessary to enable our company to sell our products and services, and as a result of that dependency, we could be adversely affected by changes in the fees charged by any party, the financial condition of any party or by the deterioration or termination of our relationship with any party.

In order for our company to generate sales, we have established relationships with two parties including card associations that sponsor our card products, banks that manufacture, issue and own the debit cards, processors responsible for accepting transaction information and keeping debit card accounts current, as well as contracts under which we provide management services and a contract with a distribution partner responsible for the distribution of the cards to their sales channels and client base, retail locations and POPs which provide sales and load locations. To date, we have entered into a supplier agreement with Global Cash Card Inc. to access transaction processing, association, network access and card accounts as well as selling us a license to install their processing platform worldwide excluding the U.S. We have not entered into any direct agreements with banks or POPs and have only entered into two distribution agreements as of May 31, 2008, however through our distributors we have access to four (4) sponsoring banks. We are in the process of establishing direct relationships with banks and POPs which complete the relationships necessary for our company to conduct business. If any material adverse event were to affect our relationship with any entity, including a significant decline in their financial condition or a material rise in the cost of their services, such an event could adversely affect our results of operations. Additionally, if our existing relationship with any entity deteriorates or is terminated in the future, and we are not successful in establishing a relationship with an alternate entity at prices currently charged by such entities, our results of operations could be adversely affected. We have entered into an agreement in October 2007, with an additional distribution channel in Europe that indirectly brings us two additional sponsor banks.

If we were to lose our third party processor, the loss would substantially interfere with our ability to transact business.

We obtain our access to the network of financial institutions and linked ATM's and point of sale systems through an arrangement among banks, as well as third party providers in the U.S. Our agreements with these providers gives us operational access to relationships that allow us to access a package of other networks such as STAR™, Plus™, Cirrus™ and similar networks. If we lose our third party provider licenses these providers, we would be forced to separately negotiate access to each of the individual networks as well as to license processing software. Any down time associated with the loss of access to the networks could render our systems and cards, as issued, useless. Even if we were then able to negotiate third party processor agreements with the individual networks, we might not be able to do so in time to preserve our business name and customer relationships. Thus, the loss of third party processor relationships could put us out of business. Additionally, customers readily accept the MasterCard or VISA brand on debit cards. If we were to lose our ability to cause the issuance of cards under the MasterCard or other brands, we would lose substantial market acceptance for our products.

We currently rely upon our affiliated banks and partners to obtain and comply with all licenses and permits to conduct our business, and if we were required to obtain such licenses and permits independently, our company would most likely be unable to conduct business in that state due to the high costs associated therewith.

Approximately 45 states have established laws or regulations that require persons who load money onto debit cards or process debit card transactions to be licensed by the state unless that person has a federal banking charter and is operating from a licensed bank branch. We solely rely upon our processing providers to obtain licenses from the requisite banking regulators and to comply with all current state regulations in which we conduct business. We rely upon the licenses of our affiliated banks through these processing providers relationship with MasterCard or VISA to comply with all federal and state laws and regulations. Some states may require us to obtain our own license to conduct money loading operations and debit card transactions. As a result, we may be required to apply for and obtain licenses in all of the states that we conduct business operations. Under such circumstances, we would be required to file an extensive license application in each state and post bonds to operate in those states which range from $100 to $16,500 per state excluding location fees. Some states may require us to post bonds in amounts between $25,000 to $2,000,000 for each license. We would also have to qualify to do business in each state in which we conduct business and thereafter file tax returns and be subject to service of process in each state. We can offer no assurance that we will be able to rely on the licenses and permits of our affiliated banks and partners so as to avoid licensing and bonding fees with each state that we conduct business in. If we are required to obtain one or more licenses and post bonds, our company may not have the cash flow to comply with such requirements and as a result, our company may be forced to suspend operations in that state which may result in a material adverse effect to our company.

Our point of purchase operators may subject us to liability if they fail to follow applicable laws.

We rely upon the licenses of third party processing providers to establish contractual agreements with each of our load center networks. Among other things, the agreements require the load centers to comply with the Patriot Act and anti-money laundering laws or their equivalent in non-U.S. markets. While we do not intend to be responsible for their actions, we could be subject to state or federal actions against them if our load center agents violate or are accused of violating the law. Such actions could compromise our credibility with our customers, issuing banks and state regulators, generally making it harder for us to do business. It could also cost us a great deal of money to investigate, defend and resolve such matters and jeopardize our relationship with our sole processor. We cannot be sure that we could afford such actions and be able to continue business operations.

The industry within which we operate is subject to comprehensive government regulation and any change in such regulation may have a material adverse effect on our company.

We can offer no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. We expect regulation of the industry within which we operate our business to increase. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Additionally, we utilize software systems and card programs of our affiliates which comply and operate in association with applicable banking rules and regulations. A change of those rules and regulations could require our affiliates to dramatically alter our software programs, the hardware upon which we operate and our implementation and operation of debit cards and stored value cards. Such changes could be costly or impractical and our affiliates may be unable or unwilling to modify our operations and technology to comply with dramatic changes in banking regulations.

We rely on our affiliated banks and partners to comply with the Patriot Act requirements or their equivalent in non U.S. markets that financial institutions know their cardholders. If the Patriot Act or it’s equivalent in non U.S. markets or subsequent legislation increases the level of scrutiny that we or our affiliated banks are required to adopt to know their customers, it may be costly or impractical for us to continue to profitably issue and load cards for our customers or even comply with new regulation schemes.

We are dependent upon the use of electronic banking networks owned by suppliers, major financial services institutions and major banks to load value on the cards and record deductions against cardholders' accounts. If we lose access to such networks by virtue of contact issues or changes in the laws or regulations governing their use, it could render our products useless.

Security and privacy breaches of our electronic transactions may damage customer relations and reduce revenues from operations.

Any failure in the security and privacy measures of our company, or our suppliers and business partners, may have a material adverse effect on our business, financial condition and results of operations. Our company and our suppliers electronically transfer large sums of money and store large amounts of personal information about our customers, including bank account and debit card information, social security numbers and merchant account numbers. If we are unable to protect this information and a security or privacy breach results, the resulting breach may:

cause our customers to lose confidence in our services;

deter consumers from using our services;

harm our reputation and expose us to liability;

increase our expenses from potential remediation costs; and

cause service disruptions or cancellations.

While management believes that our company and our suppliers and business partners have utilized applications that are designed for data security and integrity in regards to processing electronic transactions, we can offer no assurance that the use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of existing and potential customers.

If our company or our business partners do not respond to rapid technological change or changes in industry standards, our products and services could become obsolete and we could lose our existing and future customers.

If competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, our existing product and service offerings, sourced or proprietary technology and systems may become obsolete. Further, if we or our suppliers fail to adopt or develop new technologies or to adapt products and services to emerging industry standards, we may lose current and future customers, which could have a material adverse effect on our business, financial condition and results of operations. The electronic commerce industry is changing rapidly. To remain competitive, we must continue to enhance and improve the functionality and features of our products, services and technologies.

If major banks begin to target the sub-prime market, it will create substantial competition for us and our products and services.

We operate among major financial institutions, providing products and services designed to service the sub-prime credit market. Large and small banks alike have traditionally not sought the comparatively small sub-prime market. This allows the symbiotic relationship between banks and small operators, such as our company, where the banks get access to the cumulative deposits of the cardholders, without the trouble of administering thousands of very small individual accounts of depositors. If banks decide to directly target the sub-prime market before we are able to establish a strong foothold, we will not be able to compete with established banks which have substantially greater resources.

The requirements to maintain higher reserve accounts could impair our growth and profitability.

The financial institutions with which we conduct business require our company to maintain reserve deposit accounts. If we are required to deposit higher than normal reserves either as dictated by such institutions or by new rules and regulations governing institutions, it may reduce our cash flow available for operations and impede the expansion of our business.

Certain delays could cause loss of business opportunities and inhibit our growth.

Delays in the development of our business plan could cause loss of opportunities. These delays could be in areas such as:

deployment of technology or systems;

obtaining distributors;

distributors or customers becoming active;

interfacing with technology at the distributors and or customers;

adoption of technology;

revenue due to cards being activated;

revenue due to cards being used;

revenue due to training at the distribution level;

revenue due to training at the customers level; or

revenue due to bank processor approvals for card programs.

These and others could cause delays in launching card programs which could cause us to consume more cash, increase our need for outsourcing, increase costs of licensing technology, render cards unusable causing us to refund customers' money and cause the card products to be returned. The delays may also impact our cash flow and profitability. Delays due to interfacing with technology at the POPs, delays in distribution, delays in revenue due to cards being used or delays in revenue due to training at the POPs level could each have a material adverse effect on our operations. Delays in revenue due to bank approvals of programs or changes in card programs could cause cards to become unusable and result in litigation.

If our operations are disrupted by technological or other problems, we may not be able to generate revenues from the sale of our products.

Our systems could be overwhelmed or could fail for any number of reasons. We may not be able to conduct business, and may suffer obstacles in loading or processing transactions should the following circumstances occur:

a power or telecommunications failure;

human error; or

a fire, flood or other natural disaster.

Additionally, our computer systems and those of the third parties on which we depend may be vulnerable to damage or interruption due to sabotage, computer viruses or other criminal activities or security breaches.

We currently do not have any property and business interruption insurance to compensate us for any losses we may incur. Even though we use fail over computing technology, if we incur a slowdown or shutdown of computer services, then our ongoing operations may be harmed to the extent that we will be unable to sell our products through our website, and/or promote via email and, as a result, you may lose some or all of your investment in our common stock. In the event of a system failure by us or by a supplier to us that went undetected for a substantial period of time, we could allow transactions on blocked accounts, false authorizations, fail to deduct charges from accounts or fail to detect systematic fraud or abuse. Errors or failures of this nature could immediately adversely impact us, our credibility and our financial standing.

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We currently maintain comprehensive liability and property insurance of $1.0 million. Even so we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of our common stock could lose their entire investment.

We have a limited operating history which may not be an indicator of our future results.

As a result of our limited operating history, our plan for rapid growth, and the increasingly competitive nature of the markets in which we operate, the historical financial data may not be a good indicator of our future revenue and operating expenses. Our planned expense levels will be based in part on expectations concerning future revenue, which is difficult to forecast accurately based on current plans of expansion and growth. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue. Further, general and administrative expenses may increase significantly as we expand operations. To the extent that these expenses precede, or are not rapidly followed by, a corresponding increase in revenue, our business, operating results, and financial condition will suffer.

Any regulation or elimination of interchange fees could have a material adverse impact on our results of operations.

We have the potential to earn interchange fees each time one of our cardholders uses our signature based card to buy products or services at a POS device. There have been efforts by various legislative bodies and associations to reduce interchange fees. This would have an immediate, negative impact on future revenue from the use of our cards.

If our computer network and data centers were to suffer a significant interruption, our business and customer reputation could be adversely impacted and result in a loss of customers.

Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our computer network systems and data centers. Any significant interruptions could severely harm our business and reputation and result in a loss of customers. Our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses. Although we have taken steps to prevent a system failure, we cannot be certain that our measures will be successful and that we will not experience system failures. Further, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

We may be unable to protect our intellectual property rights, which could have a negative impact on our results of operations

Despite our efforts to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property rights, or otherwise independently develop substantially equivalent products and services. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our business and ability to compete. We rely on a combination of trademark and copyright laws, trade secret protection, and confidentiality and license agreements to protect our trademarks, software and know-how. We have also applied for patent protection on some features of our newer products. We may find it necessary to spend significant resources to protect our trade secrets and monitor and police our intellectual property rights.

Third parties may assert infringement claims against us in the future. In particular, there has been a substantial increase in the issuance of patents for Internet-related business processes, which may have broad implications for all participants in Internet commerce. Claims for infringement of these patents are becoming an increasing source of litigation. If we become subject to an infringement claim, we may be required to modify our products, services and technologies or obtain a license to permit our continued use of those rights. We may not be able to do either of these things in a timely manner or upon reasonable terms and conditions. Failure to do so could seriously harm our business and operating results. In addition, future litigation relating to infringement claims could result in substantial costs to us and a diversion of management resources. Adverse determinations in any litigation or proceeding could also subject us to significant liabilities and could prevent our use of certain of our products, services or technologies.

Terrorist acts, conflicts and wars may seriously harm our business and revenue, costs and expenses and financial condition and stock price.

Terrorist acts, conflicts or wars (wherever located around the world) may cause damage or disruption to the Company, our employees, facilities, partners, suppliers, distributors, resellers or customers. The potential for future attacks, the national and international responses to attacks or perceived threats to national security, and other actual or potential conflicts or wars, including the ongoing military operations in Iraq, have created many economic and political uncertainties. In addition, as a multi-national company with headquarters located in the United States, actions against or by the United States may impact our business or employees. Although it is impossible to predict the occurrences or consequences of any such events, they could result in a decrease in demand for our products, make it difficult or impossible to deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and result in the need to impose employee travel restrictions. We are predominantly uninsured for losses and interruptions caused by terrorist acts, conflicts and wars.

System security risks and systems integration issues could disrupt our internal operations or information technology services provided to customers, and any such disruption could harm our revenue, increase our expenses and harm our reputation and stock price .

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate our confidential information or that of third parties, create system disruptions or cause shutdowns. In addition, computer programmers and hackers may be able to develop and deploy viruses, worms, and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. As a result, we could incur significant expenses in addressing problems created by security breaches of our network and any security vulnerabilities of our products. Moreover, we could lose existing or potential customers for information technology outsourcing services or other information technology solutions or incur significant expenses in connection with our customers' system failures or any actual or perceived security vulnerabilities in our products. In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the system. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

Portions of our IT infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, including our latest project to install a processing platform in South Africa. Such disruptions could adversely impact our ability to fulfill orders, process card transaction and interrupt other processes. Delayed sales, lower margins or lost customers resulting from these disruptions have adversely affected in the past, and in the future could adversely affect, our financial results, stock price and reputation.

Any failure by us to manage, complete and integrate acquisitions, divestitures and other significant transactions successfully could harm our financial results, business and prospects and may result in financial results that are different than expected .

As part of our business strategy, we are looking to acquire complementary companies or businesses or enter into strategic alliances and joint ventures and make investments to further our business (collectively, "business combination and investment transactions"). In order to pursue this strategy successfully, we must identify suitable candidates for and successfully complete business combination and investment transactions, some of which may be large and complex, and manage post-closing issues such as the integration of acquired companies or employees. Integration and other risks associated with business combination and investment transactions can be more pronounced for larger and more complicated transactions or if multiple transactions are integrated simultaneously. If we fail to identify and complete successfully business combination and investment transactions that further our strategic objectives, we may be required to expend resources to develop products and technology internally, we may be at a competitive disadvantage or we may be adversely affected by negative market perceptions, any of which may have a material adverse effect on our revenue, gross margin and profitability.

Integration issues are complex, time-consuming and expensive and, without proper planning and implementation, could significantly disrupt our business. The challenges involved in integration include:

• combining product offerings and entering into new markets in which we are not experienced;

• convincing customers and distributors that the transaction will not diminish client service standards or business focus, preventing customers and distributors from deferring purchasing decisions or switching to other suppliers (which could result in our incurring additional obligations in order to address customer uncertainty), minimizing sales force attrition and coordinating sales, marketing and distribution efforts;

• consolidating and rationalizing corporate IT infrastructure, which may include multiple legacy systems from various acquisitions and integrating software code;

• minimizing the diversion of management attention from ongoing business concerns;

• persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, engaging with employee works councils representing an acquired company's non-U.S. employees, integrating employees into FNDS3000, correctly estimating employee benefit costs and implementing restructuring programs;

• coordinating and combining administrative, processing, research and development and other operations, subsidiaries, facilities and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures;

• achieving savings from supply chain integration; and

• managing integration issues shortly after or pending the completion of other independent transactions.

We evaluate and enter into significant business combination and investment transactions on an ongoing basis. We may not fully realize all of the anticipated benefits of any business combination and investment transaction, and the timeframe for achieving benefits of a business combination and investment transaction may depend partially upon the actions of employees, suppliers or other third parties. In addition, the pricing and other terms of our contracts for business combination and investment transactions require us to make estimates and assumptions at the time we enter into these contracts, and, during the course of our due diligence, we may not identify all of the factors necessary to estimate our costs accurately. Any increased or unexpected costs, unanticipated delays or failure to achieve contractual obligations could make these agreements less profitable or unprofitable.

Managing business combination and investment transactions requires varying levels of management resources, which may divert our attention from other business operations. These business combination and investment transactions also have resulted and in the future may result in significant costs and expenses and charges to earnings, including those related to severance pay, early retirement costs, employee benefit costs, asset impairment charges, charges from the elimination of duplicative facilities and contracts, in-process research and development charges, inventory adjustments, assumed litigation and other liabilities, legal, accounting and financial advisory fees, and required payments to executive officers and key employees under retention plans. Moreover, FNDS3000 has incurred and will incur additional depreciation and amortization expense over the useful lives of certain assets acquired in connection with business combination and investment transactions, and, to the extent that the value of goodwill or intangible assets with indefinite lives acquired in connection with a business combination and investment transaction becomes impaired, we may be required to incur additional material charges relating to the impairment of those assets. In order to complete an acquisition, we may issue common stock, potentially creating dilution for existing stockholders. In addition, we may borrow to complete an acquisition and any additional borrowing intended to be done in connection with an acquisition and the amount and terms of any potential future acquisition related borrowings, as well as other factors, could affect our liquidity and financial condition and potentially our credit ratings. Any potential prior or future downgrades in our credit rating associated with an acquisition could adversely affect our ability to borrow and cost of borrowing and result in more restrictive borrowing terms. In addition, FNDS3000’s effective tax rate on an ongoing basis is uncertain, and business combination and investment transactions could impact our effective tax rate. We also may experience risks relating to the challenges and costs of closing a business combination and investment transaction and the risk that an announced business combination and investment transaction may not close. As a result, any completed, pending or future transactions may contribute to financial results that differ from the investment community's expectations in a given quarter

RISKS ASSOCIATED WITH OUR COMMON STOCK

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

We cannot provide our investors with any assurance that our common stock will continue to be traded on the OTC Bulletin Board or, if traded, that a public market will continue. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not continue, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

Because we can issue additional common shares, purchasers of our common stock may experience further dilution.

We are authorized to issue up to 70,000,000 common shares, of which 21,728,990 are issued and outstanding as of June 27, 2008. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our company in the future.

Because our officers, directors and principal shareholders control a large percentage of our common stock, such insiders have the ability to influence matters affecting our shareholders.

Our officers and directors, in the aggregate, beneficially own approximately 51% of the issued and outstanding shares of our common stock. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering.

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. As a result of our SB-2 registration statement in May 2007, a substantial number of our shares of common stock which have been issued, may become available for immediate sale, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the NASD, or FINRA, its successor, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, being May 31, 2008. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure (i) that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our company’s president and chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure and (ii) that material information required to be in this report is made known to management and others, as appropriate, to allow timely decisions regarding required disclosures.

ITEM 3AT. CONTROLS AND PROCEDURES

Not applicable.

PART 2. OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is currently not aware of nor has any knowledge of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

Our directors, principal executive officers and control persons have not been involved in any of the following events during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In September, 2007, we issued an aggregate of 200,000 units to one subscriber at an offering price of $0.50 per unit for proceeds of $75,000, net of $25,000 in offering costs, and the issuance of 300,000 unit payable of $149,900, net of $100 offering cost. The subscriber that participated in this private offering is accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) and, as such, we relied on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and one half of one common share purchase warrant. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.625 per share.

In February 2008, we sold an aggregate of 640,000 units to two subscribers at an offering price of $0.625 per unit for proceeds of $400,000, net of $0 in offering costs. The subscribers that participated in this offering were accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) and, as such, we relied on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and one common share purchase warrant. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.875 per share. The Company issued these securities on March 13, 2008.,

In April 2008, we sold an aggregate of 5,980,000 units to seven subscribers at an offering price of $0.25 per unit for proceeds of $1,235,000, net of $260,000 in offering costs. The subscribers that participated in this offering were accredited investors (as that term is defined in Regulation D under the Securities Act of 1933) and, as such, we relied on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the Securities Act of 1933. The units were comprised of one share of the common stock of our company and two common share purchase warrants. Each common share purchase warrant may be exercised at any time within 24 months of the sale of the units at an exercise price of $0.25 per share. The Company issued these securities on April 30, 2008.

The Company issued 125,000 shares for services rendered, for a value of $62,500 during the three month period ending May 31, 2008.

The Company issued common stock purchase warrants to Pierre Besuchet with an exercise price of $0.25 per share, with an estimated fair valuation of $81,011, for services during the three month period ending May 31, 2008. The warrants are exercisable for a period of 24 months. In addition, the Company issued 200,000 shares of common stock to each of its external board members.. Accordingly, Michele Di Mauro was issued 200,000 shares and Pierre Besuchet was issued 100,000 shares which were in addition to Mr. Besuchet’s already issued 100,000 shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description

3.1		Certificate of Amendment to the Certificate of Incorporation (1)

3.2		Certificate of Amendment to the Certificate of Incorporation (2)

31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.1		Certification of Chief Executive Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.2		Certification of Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

(1)	Incorporated by reference to the Form 8-K Current Report filed January 9, 2008

(2)	Incorporated by reference to the Form 8-K Current Report filed March 28, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as of July , 2008 the Issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FNDS3000 CORP.

By:	/s/ MICHAEL DODAK
	Michael Dodak
	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Issuer and in the capacities indicated on the 10th day of July, 2008.

Signature		Title

/s/Michael Dodak
Michael Dodak		CEO, Chairman

/s/David Fann
David Fann		President, Secretary and Director

/S/ Don Headlund
Don Headlund		Chief Financial Officer and Chief Accounting Officer

/S/ Victoria Vaksman
Victoria Vaksman		EVP, Director

/S/ Paul Cox
Paul Cox		Director

/S/Michelle D. Mauro
Michelle D. Mauro		Director

/S/Pierre Besuchet
Pierre Besuchet		Director