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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.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
36114M 10 8
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(CUSIP Number)
Barry Zemel
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12 Squared Partners, LLC
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1717 E. Morten, Suite 220
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Phoenix, AZ 85020
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 16, 1999
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(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)
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CUSIP No.: 36114M 10 8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
12 Squared Partners, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ............................................................
(b) ............................................................
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3. SEC Use Only .....................................................
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ...............................................
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6. Citizenship or Place of Organization: Arizona
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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
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,000,000
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) .....................
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13. Percent of Class Represented by Amount in Row (11):
approximately 7.25%(1)
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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
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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
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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
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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.
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