<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
OMB APPROVAL
OMB Number: 3235-0145
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)
Earl J. Cook
FutureOne, Inc.
4250 E. Camelback Road, Suite K-192
Phoenix, AZ 85018
(602) 852-9725
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 6, 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)
<PAGE> 2
CUSIP No.: 36114M 10 8
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Earl J. Cook
- --------------------------------------------------------------------------------
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): PF
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) ............
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States of America
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power: 1,880,406
Beneficially 8. Shared Voting Power: 0
Owned by Each 9. Sole Dispositive Power: 1,880,406
Reporting Person 10. Shared Dispositive Power: 0
With
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,880,406
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...........
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 14.4%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instruction): IN
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 Earl J. Cook, a United States
citizen. Mr. Cook's business address is 4250 E. Camelback Road, Suite K-192,
Phoenix, AZ 85018. Mr. Cook is the President and Treasurer and a director of the
Company. The address of the Company is 4250 E. Camelback Road, Suite K-192,
Phoenix, AZ 85018. Mr. Cook has not during the last five years been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors). In
addition, Mr. Cook has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which would make him 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.
2
<PAGE> 3
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Cook acquired the shares of Common Stock in a reverse merger in
which World's Fare, Inc. acquired FutureOne, Inc., an Arizona corporation,
effective March 30, 1998. In addition, common stock warrants were granted to Mr.
Cook as compensation for services rendered as an executive officer of the
Company.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Cook holds the Common Stock described herein for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Cook beneficially owns an aggregate of 1,880,406 shares consisting of:
(i) 1,675,000 shares of the Common Stock of the Company and (ii) common stock
warrants to purchase 205,406 shares of the Common Stock of the Company, or
approximately 14.4% of the outstanding Common Stock of the Company.
(b) Mr. Cook has the sole power to vote and to dispose of the securities so
indicated.
(c) Except as set forth in Item 3, Mr. Cook 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/ Earl J. Cook
- ----------------------------
Earl J. Cook
Dated: December 16, 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 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)
3
