FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Watson John Henry 		2. Issuer Name and Ticker or Trading Symbol

FNDS3000 Corp [ FDTC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

110 SPALDING MILL 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/30/2009
(Street)

SANDY SPRINGS, GA 30350
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/30/2009     P    148571   (1) A $0.175   411428   (2) I   See Footnote 1.   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase Common Stock   $0.175   11/30/2009     P      148571   (1)      11/30/2009   11/30/2011   Common Stock   148571   $0   1911428   I   See Footnote 1.   (1)
Warrant to purchase Common Stock   $0.20   7/1/2009     P         262857    7/1/2009   7/1/2011   Common Stock   262857   $0   1762857   (2) I   See Footnote 1.   (1)
Stock Options to purchase Common Stock   $0.26   6/29/2009     A         1500000    6/29/2009   6/29/2014   Common Stock   1500000   $0   1500000   D    

Explanation of Responses:
( 1)  On November 30, 2009, in connection with a private placement conducted by the Company, John Watson through JHW Investments LLC, a company beneficially owned by Mr. Watson, purchased 148,571 shares of restricted common stock and 148,571 warrants to purchase common stock at an exercise price of $0.175 per share from the Company. The aggregate purchase price paid was $26,000.
( 2)  To summarize the cumulative number of non-derivative and derivative securities beneficially owned, the prior transactions are listed: On July 1, 2009, in connection with a private placement conducted by the Company, John Watson through JHW Investments LLC, a company beneficially owned by Mr. Watson, purchased 262,857 shares of restricted common stock and 262,857 warrants to purchase common stock at an exercise price of $0.20 per share from the Company. The aggregate purchase price paid was $46,000. On June 29, 2009, the Compensation Committee of the Company approved the 2009 Incentive Stock Plan (the "Plan"). On June 29, 2009, Mr. Watson was granted stock options under the Plan to purchase 1,500,000 shares of common stock at an exercise price of $0.26 per share. The stock options were fully vested on grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Watson John Henry
110 SPALDING MILL
SANDY SPRINGS, GA 30350 		X
Executive Vice President

Signatures
John Watson 12/24/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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