SEC Info - 12 Squared Partners LLC - SC 13D - Futureone Inc/NV

SEC Info

Home

My Interests

Help

Please Sign In

12 Squared Partners LLC · SC 13D · Futureone Inc/NV · On 12/28/99

Filed On 12/28/99 · SEC File 5-57287 · Accession Number 950153-99-1561

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

12/28/99  12 Squared Partners LLC           SC 13D                 1:4    Futureone Inc/NV                  950153

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              4     23K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Common Stock Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Note Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
"	Common Stock
"	Note
2	Item 1. Security and Issuer
"	Item 2. Identity and Background
3	Items 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 4 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







UNITED STATES                         OMB APPROVAL                          
SECURITIES AND EXCHANGE COMMISSION    OMB Number:                 3235-0145     
  WASHINGTON, D.C. 20549              Expires:                   August 31, 1999
                    Estimated average burden
                                hours per response. . . .    14.90

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)

   Barry Zemel
--------------------------------------------------------------------------------
                12 Squared Partners, LLC
--------------------------------------------------------------------------------
                 1717 E. Morten, Suite 220
--------------------------------------------------------------------------------
          Phoenix, AZ  85020
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to   
Receive Notices and Communications)   

         December 16, 1999
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because Sections 240.13d-1(e), 240.13d-1(f) or 
240.13d-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 Section 240.13d-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.)                                   

 POTENTIAL PERSONS WHO ARE TO 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.                      

SEC 1746 (2-98)                                                                 

SC 13D 2nd Page of 4 TOC 1st Previous Next Bottom Just 2nd

CUSIP No.: 36114M 10 8                                                          
--------------------------------------------------------------------------------

1.    Names of Reporting Persons.                                   
    I.R.S. Identification Nos. of above persons (entities only).

12 Squared Partners, LLC                                
--------------------------------------------------------------------------------

     2.    Check the Appropriate Box if a Member of a Group (See Instructions)

          (a)   ............................................................

          (b)   ............................................................
--------------------------------------------------------------------------------

    3.    SEC Use Only .....................................................
--------------------------------------------------------------------------------

4.    Source of Funds (See Instructions):  WC                       
--------------------------------------------------------------------------------

  5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
          Items 2(d) or 2(e) ...............................................
--------------------------------------------------------------------------------

6.    Citizenship or Place of Organization:  Arizona                
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Number of        7.    Sole Voting Power: 1,000,000                             
Shares                                                                          
Beneficially     8.    Shared Voting Power:  0                                  
by Owned by                                                                     
Each Reporting   9.    Sole Dispositive Power: 1,000,000                        
Person With                                                                     
10.   Shared Dispositive Power:  0            
--------------------------------------------------------------------------------

             11.   Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,000,000                 
--------------------------------------------------------------------------------
          12.   Check if the Aggregate Amount in Row (11) Excludes
                     Certain Shares (See Instructions) .....................
--------------------------------------------------------------------------------

           13.   Percent of Class Represented by Amount in Row (11):
approximately 7.25%(1)            
--------------------------------------------------------------------------------

       14.   Type of Reporting Person (See Instruction):  OO

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-192,      
Phoenix, AZ 85018.                                                              

ITEM 2.  IDENTITY AND BACKGROUND                                                

    This Schedule 13D is being filed by 12 Squared Partners, LLC, an Arizona
limited liability company, whose principal business is investments and its      
principal address is 1717 East Morten, Suite 220, Phoenix, AZ 85020. 12 Squared 
Partners, LLC has not during the last five years been convicted in a criminal   
proceeding (excluding traffic violations or similar misdemeanors). In addition, 
12 Squared Partners, LLC has not been a party to a civil proceeding of a        
judicial or administrative body of competent jurisdiction 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.                            

     12 Squared Partners, LLC is member managed by three members, Barry Zemel,
Ira Gaines, and Larry Cohen. The principal business for each of Messrs. Zemel,  
Gaines and Cohen is 1717 East Morten, Suite 220, Phoenix, AZ 85020. None of     
Messrs. Zemel, Gaines, or Cohen has during the last five years been convicted in
a criminal proceeding (excluding traffic                                        

SC 13D 3rd Page of 4 TOC 1st Previous Next Bottom Just 3rd

violations or similar misdemeanors). In addition, none of Messrs. Zemel, Gaines,
or Cohen has been a party to a civil proceeding of a judicial or administrative 
body of competent jurisdiction 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.                                           

ITEMS 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                     

      12 Squared Partners, LLC acquired the shares of Common Stock pursuant to a
loan made from its working capital to the Company in the amount of $500,000 as  
evidenced by a 12% Secured Convertible Promissory Note (the "Note"), which is   
immediately convertible into 500,000 shares of Common Stock, and a warrant to   
purchase 500,000 shares of the Common Stock of the Company for an aggregate of  
1,000,000 shares of Common Stock of the Company.                                

ITEM 4.  PURPOSE OF TRANSACTION                                                 

12 Squared Partners, LLC holds the Common Stock described herein for
investment purposes.                                                            

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

(a)   12 Squared Partners, LLC beneficially owns an aggregate of 1,000,000      
      shares consisting of: (i) 12% Secured Convertible Promissory Note which is
  immediately convertible into 500,000 shares of the Common Stock of the
     Company; and (ii) common stock warrants to purchase 500,000 shares of the
     Common Stock of the Company, or approximately 7.25%(1) of the outstanding
Common Stock of the Company.                                        

(b)   12 Squared Partners, LLC has the sole power to vote and to dispose of the 
securities so indicated.                                            

(c)   Except as set forth in Item 3, 12 Squared Partners, LLC has not 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                                       

None                                                                            

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/ Barry Zemel                                                                 
----------------------------------                                              
12 Squared Partners, LLC                                                        
By:  Barry Zemel, Member                                                        

Dated:  December 28, 1999                                                       

     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                                                   

3 

SC 13D Last Page of 4 TOC 1st Previous Next Bottom Just 4th

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)                                        

(1)This number does not take into account shares of Common Stock outstanding in 
the Company's treasury. If such shares from the Company's treasury are          
considered, 12 Squared Partners, LLC would hold approximately 7.19% of the      
Company's Common Stock.                                                         

4

SC 13D	1st Page of 4	TOC	Top	Previous	Next	Bottom	Just 1st

SC 13D	2nd Page of 4	TOC	1st	Previous	Next	Bottom	Just 2nd

SC 13D	3rd Page of 4	TOC	1st	Previous	Next	Bottom	Just 3rd

SC 13D	Last Page of 4	TOC	1st	Previous	Next	Bottom	Just 4th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	8/31/99	1
	12/16/99	1		SC 13D
Filed On / Filed As Of	12/28/99	3		NT 10-K

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

			in		Show		and
Help...	Wildcards: ? (any letter), * (many). *Logic:* for Docs: & (and), \| (or); for Text: \| (anywhere), "(&)" (near).

12 Squared Partners LLC · SC 13D · Futureone Inc/NV · On 12/28/99

Filed On 12/28/99 · SEC File 5-57287 · Accession Number 950153-99-1561

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

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