- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * Hancock John Michael	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) Chief Executive Officer
(Last)          (First)          (Middle) 1417 GARMON FERRY ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 11/30/2009
(Street) ATLANTA, GA 30327 (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		342857   (1)	A	$0.175	605714   (2)	D

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		342857   (1)		11/30/2009	11/30/2011	Common Stock	342857	$0	2605714	D
Warrant to purchase Common Stock	$0.20	7/1/2009		P			262857	7/1/2009	7/1/2011	Common Stock	262857	$0	2262857   (2)	D
Stock Options to purchase Common Stock	$0.29	6/29/2009		A			2000000	6/29/2009	6/29/2014	Common Stock	2000000	$0	2000000   (2)	D

Explanation of Responses:
( 1)	On November 30, 2009, in connection with a private placement conducted by the Company, Mr. Hancock purchased 342,857 shares of restricted common stock and 342,857 warrants to purchase common stock at an exercise price of $0.175 per share from the Company. The aggregate purchase price paid by Mr. Hancock was $60,000.
( 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, Mr. Hancock 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 by Mr. Hancock 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. Hancock was granted stock options under the Plan to purchase 2,000,000 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
Hancock John Michael 1417 GARMON FERRY ROAD ATLANTA, GA 30327	X		Chief Executive Officer

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

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