Blackwater Capital Partners LP, et al. – ‘SC 13D’ on 7/26/00 re: Futureone Inc/NV

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D of Blackwater Capital Et Al               7     38K 
 2: EX-1        Joint Filing Certification                             1      7K 

SC 13D   —   Schedule 13D of Blackwater Capital Et Al
Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
 (Amendment No.  )

FutureOne, Inc. 
------------------------------
(Name of Issuer)

Common Stock
------------------------------
(Title of Class of Securities)

 36114M 10 8
--------------
(CUSIP Number)

Paul Gales, Esq.
Squire, Sanders & Dempsey L.L.P.
40 N. Central Avenue, Suite 2700
Phoenix, AZ 85004 
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 1, 2000
 -------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].                                                                            

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SC 13D
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SCHEDULE 13D
---------------------                                          -----------------
CUSIP NO. 36114M 10 8                                          Page 2 of 7 Pages
---------------------                                          -----------------

1   NAMES OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Blackwater Capital Partners, L.P.                                       
    ----------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a) [ ]
                                                                         (b) [ ]
    ----------------------------------------------------------------------------
3   SEC USE ONLY                                                                

    ----------------------------------------------------------------------------
4   SOURCE OF FUNDS*                                                            

OO                                                                      
    ----------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT           
    TO ITEMS 2(d) OR 2(e)                                                    [ ]

    ----------------------------------------------------------------------------
6   CITZENSHIP OR PLACE OF ORGANIZATION                                         

Delaware                                                                
    ----------------------------------------------------------------------------
7  SOLE VOTING POWER                        

0                                     
     NUMBER OF       -----------------------------------------------------------
SHARES      8  SHARED VOTING POWER                                  
BENEFICIALLY                                                            
OWNED BY        1,430,000                                             
       EACH          -----------------------------------------------------------
REPORTING    9  SOLE DISPOSITIVE POWER                                
PERSON                                                              
WITH          0                                                   
                     -----------------------------------------------------------
10  SHARED DISPOSITIVE POWER                  

1,430,000                             
                     -----------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

1,430,000                                                               
    ----------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]

    ----------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

9.9%                                                                    
    ----------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                                   

PN                                                                      
    ----------------------------------------------------------------------------

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SCHEDULE 13D
---------------------                                          -----------------
CUSIP NO. 36114M 10 8                                          Page 3 of 7 Pages
---------------------                                          -----------------

1   NAMES OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Blackwater Capital Group, LLC                                           
    ----------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a) [ ]
                                                                         (b) [ ]
    ----------------------------------------------------------------------------
3   SEC USE ONLY                                                                

    ----------------------------------------------------------------------------
4   SOURCE OF FUNDS*                                                            

OO                                                                      
    ----------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT           
    TO ITEMS 2(d) OR 2(e)                                                    [ ]

    ----------------------------------------------------------------------------
6   CITZENSHIP OR PLACE OF ORGANIZATION                                         

Delaware                                                                
    ----------------------------------------------------------------------------
7  SOLE VOTING POWER                        

0                                     
     NUMBER OF       -----------------------------------------------------------
SHARES      8  SHARED VOTING POWER                                  
BENEFICIALLY                                                            
OWNED BY        1,430,000                                             
       EACH          -----------------------------------------------------------
REPORTING    9  SOLE DISPOSITIVE POWER                                
PERSON                                                              
WITH          0                                                   
                     -----------------------------------------------------------
10  SHARED DISPOSITIVE POWER                  

1,430,000                             
                     -----------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

1,430,000                                                               
    ----------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]

    ----------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

9.9%                                                                    
    ----------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                                   

OO                                                                      
    ----------------------------------------------------------------------------

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SCHEDULE 13D
---------------------                                          -----------------
CUSIP NO. 36114M 10 8                                          Page 4 of 7 Pages
---------------------                                          -----------------

1   NAMES OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Steven R. Green                                                         
    ----------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a) [ ]
                                                                         (b) [ ]
    ----------------------------------------------------------------------------
3   SEC USE ONLY                                                                

    ----------------------------------------------------------------------------
4   SOURCE OF FUNDS*                                                            

OO                                                                      
    ----------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT           
    TO ITEMS 2(d) OR 2(e)                                                    [ ]

    ----------------------------------------------------------------------------
6   CITZENSHIP OR PLACE OF ORGANIZATION                                         

United States of America                                                
    ----------------------------------------------------------------------------
7  SOLE VOTING POWER                        

0                                     
     NUMBER OF       -----------------------------------------------------------
SHARES      8  SHARED VOTING POWER                                  
BENEFICIALLY                                                            
OWNED BY        1,430,000                                             
       EACH          -----------------------------------------------------------
REPORTING    9  SOLE DISPOSITIVE POWER                                
PERSON                                                              
WITH          0                                                   
                     -----------------------------------------------------------
10  SHARED DISPOSITIVE POWER                  

1,430,000                             
                     -----------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

1,430,000                                                               
    ----------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   [ ]

    ----------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

9.9%                                                                    
    ----------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                                   

IN                                                                      
    ----------------------------------------------------------------------------

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SCHEDULE 13D
---------------------                                          -----------------
CUSIP NO. 36114M 10 8                                          Page 5 of 7 Pages
---------------------                                          -----------------

ITEM 1. SECURITY AND ISSUER                                                     

     This  Schedule 13D relates to shares of the common  stock,  $.001 par value
(the "Common Stock") of FutureOne, Inc. (the "Company"). The principal executive
offices of the Company  are  located at 4250 E.  Camelback  Road,  Suite  K-124,
Phoenix, AZ 85018.                                                              

ITEM 2. IDENTITY AND BACKGROUND                                                 

     This Schedule 13D is being filed by Blackwater  Capital  Partners,  L.P., a
Delaware limited  partnership  ("Blackwater  LP"),  whose principal  business is
investments and its principal address is 1800 Glenview Road, Glenview, IL 60025.
During the last five years  Blackwater  LP has not been  convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).  In addition,
Blackwater  LP has not  been a party  to a civil  proceeding  of a  judicial  or
administrative  body of competent  jurisdiction during the last five years which
would make it subject to a  judgment,  decree or final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violations with respect to such laws.      

     The sole general partner of Blackwater LP is Blackwater Capital Group, LLC,
whose principal business is managing  Blackwater LP and whose principal business
address is 1800 Glenview Road,  Glenview,  IL 60025.  During the last five years
Blackwater  Capital Group,  LLC has not been convicted in a criminal  proceeding
(excluding traffic violations or similar misdemeanors).  In addition, Blackwater
Capital Group,  LLC has not been a party to a civil  proceeding of a judicial or
administrative  body of competent  jurisdiction during the last five years which
would make it subject to a  judgment,  decree or final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violations with respect to such laws.      

     Steven R. Green is the  Chairman of the Board of  Directors  of the Company
and the managing member of Blackwater Capital Group, LLC. His principal business
address is 1800 Glenview Road, Glenview,  IL 60025, and his principal occupation
is  financial  advisor.  During  the last  five  years  Mr.  Green  has not been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors). In addition, Mr. Green has not been a party to a civil proceeding
of a judicial or administrative  body of competent  jurisdiction during the last
five years which would make him  subject to a  judgement,  decree or final order
enjoining future violations of, or prohibiting or mandating  activities  subject
to, federal or state  securities  laws or finding any violations with respect to
such laws. Mr. Green is a citizen of the United States of America.              

ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

     Blackwater  LP received  warrants to  purchase  shares of Common  Stock and
shares of Common Stock in connection with that certain Stock Purchase  Agreement
dated  as of July  25,  1998 by and  among  World's  Fare,  Inc.,  now  known as
FutureOne, Inc., Blackwater Capital Partners, L.P. and Blackwater Capital Group,
LLC (the "Stock Purchase  Agreement") and the subsequent  Termination  Agreement
dated as of June 1, 2000 by and among as  FutureOne,  Inc.,  Blackwater  Capital
Partners, L.P. and Blackwater Capital Group, LLC (the "Termination Agreement"). 

     Under the terms of the Stock Purchase Agreement, Blackwater LP was required
to purchase 3,411,000 shares of the Company's Common Stock in sufficient amounts
to provide funding to the Company in equal tranches of $2,500,000,  as requested
by the Board of Directors of the Company.  Alternatively,  Blackwater LP had the
right to provide funding for the remaining  $7,000,000 through a public offering
of the Company's Common Stock. In connection with the transactions  contemplated
by the Stock  Purchase  Agreement,  Blackwater  LP would be issued  warrants  to
purchase  1,700,000 shares of the Company's Common Stock exercisable at any time
after vesting at a price of $1.00 per share. The warrants were  non-callable and
vest from time to time as  Blackwater  LP  completed  the  purchase of shares of
Common Stock under the Stock Purchase Agreement.  In order to assist the Company
with securing additional financing,  Blackwater LP agreed to transfer 600,000 of
the  1,700,000  warrants  to  purchase  Common  Stock  to an  investor  and  its
designees. Blackwater LP had purchased directly or through third party investors
1,387,605  shares  of Common  Stock of the  Company  under  the  Stock  Purchase
Agreement.                                                                      

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SCHEDULE 13D
---------------------                                          -----------------
CUSIP NO. 36114M 10 8                                          Page 6 of 7 Pages
---------------------                                          -----------------

     Under the terms of the Termination Agreement,  the Stock Purchase Agreement
was  terminated  and  Blackwater LP was issued 330,000 shares of Common Stock of
the Company as consideration  for services  rendered and any and all obligations
of the Company to Blackwater LP. In addition,  the warrants issued to Blackwater
LP to purchase shares of the Company's Common Stock became fully vested.        

ITEM 4. PURPOSE OF TRANSACTION                                                  

     Neither  Blackwater LP,  Blackwater  Capital Group nor Steven R. Green have
any current  plans or proposals  relating to any of the items listed in subparts
(a) - (j) of Item 4. In  connection  with  the  Employment  Severance  Agreement
between  FutureOne,  Inc. and Alan P. Hald, Mr. Hald resigned as Chairman of the
Board of  Directors,  and Mr.  Green was  elected  as  Chairman  of the Board of
Directors of the Company.                                                       

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER                                    

     (a)  Blackwater  LP  beneficially  owns an aggregate  of  1,430,000  shares
consisting  of: (i) 330,000  shares of the Common  Stock of the Company and (ii)
warrants to purchase 1,100,000 shares of the Common Stock of the Company,  which
expire  on July 25,  2005 and have an  exercise  price of $1.00  per  share,  or
approximately 9.9% of the outstanding Common Stock of the Company as of June 30,
2000.                                                                           

     Blackwater Capital Group, LLC (through  Blackwater LP) beneficially owns an
aggregate of 1,430,000  shares  consisting  of: (i) 330,000 shares of the Common
Stock of the Company  and (ii)  warrants  to  purchase  1,100,000  shares of the
Common Stock of the Company,  or  approximately  9.9% of the outstanding  Common
Stock of the Company as of June 30, 2000.                                       

     Mr.  Green  (through  Blackwater  LP)  beneficially  owns an  aggregate  of
1,430,000  shares  consisting  of: (i) 330,000 shares of the Common Stock of the
Company and (ii)  warrants to purchase  1,100,000  shares of the Common Stock of
the  Company,  or  approximately  9.9% of the  outstanding  Common  Stock of the
Company as of June 30, 2000.                                                    

     (b)  Voting  and  dispositive  power with  respect  to  securities  held by
Blackwater LP is directed by Blackwater  Capital Group, LLC through its managing
member, Steven R. Green.                                                        

     (c)  Except  as set  forth in Item 3,  neither  Blackwater  LP,  Blackwater
Capital Group,  LLC nor Mr. Green has effected any  transaction in securities of
the Company during the past sixty (60) days.                                    

(d) Not applicable.                                                   

(e) Not applicable.                                                   

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                        

Not applicable.                                                       

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

Exhibit 1 - Certification Regarding Joint Filing.                     

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SCHEDULE 13D
---------------------                                          -----------------
CUSIP NO. 36114M 10 8                                          Page 7 of 7 Pages
---------------------                                          -----------------

SIGNATURE 

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

/s/ Steven R. Green                                                             
-------------------------------------                                           
Blackwater Capital Partners, L.P.                                               
By:  Blackwater Capital Group, LLC                                              
Its: General Partner                                                            
By:  Steven R. Green                                                  
Its: Managing Member                                                  

Dated: July 17, 2000                                                            

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

/s/ Steven R. Green                                                             
-------------------------------------                                           
Blackwater Capital Group, LLC                                                   
By:  Steven R. Green                                                            
Its: Managing Member                                                            

Dated: July 17, 2000                                                            

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

/s/ Steven R. Green                                                             
-------------------------------------                                           
Steven R. Green                                                                 

Dated: July 17, 2000                                                            

     The original  statement  shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative (other than an executive
officer  or  general   partner  of  the   filing   person),   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement;  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.                                                  

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL    
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		7/25/05		6
		10/31/02		1
Filed as of:		7/27/00							SC 13D
Filed on:		7/26/00							SC 13D
		7/17/00		7
		6/30/00		6					10QSB
		6/1/00		1		5
		7/25/98		5
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