-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CA6LWDl1IwzW2aWUU66/2LPWQjsTOfDrpdzzopmP8Fqm/0dHmSHoPkHIxmTVfK7d VMwox3nSD4imhcoX9JgcwA== 0001144204-09-055670.txt : 20091030 0001144204-09-055670.hdr.sgml : 20091030 20091030164416 ACCESSION NUMBER: 0001144204-09-055670 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091030 DATE AS OF CHANGE: 20091030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Future Now Group Inc. CENTRAL INDEX KEY: 0001370555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 204237445 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85059 FILM NUMBER: 091148661 BUSINESS ADDRESS: STREET 1: 650 - 1500 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V3B 5X6 BUSINESS PHONE: 604-669-5244 MAIL ADDRESS: STREET 1: 650 - 1500 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V3B 5X6 FORMER COMPANY: FORMER CONFORMED NAME: Reperio Exploration Inc. DATE OF NAME CHANGE: 20060726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Professional Offshore Opportunity Fund, Ltd. CENTRAL INDEX KEY: 0001419228 IRS NUMBER: 204202916 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD STREET 2: SUITE 206 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: (516) 228-0070 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD STREET 2: SUITE 206 CITY: WESTBURY STATE: NY ZIP: 11590 SC 13D 1 v164304_sc13d.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ______)*
 
Future Now Group, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
361157100
(CUSIP Number)
 
Howard Berger, Manager
Professional Offshore Opportunity Fund, Ltd.
1400 Old Country Road, Suite 206
Westbury, NY 11590
Telephone: (516) 228-0079
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 20, 2009
(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 of §§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 §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).

 
 

 

CUSIP No. 361157100
 
           
1   NAMES OF REPORTING PERSONS:
   
   
 
Professional Offshore Opportunity Fund, Ltd.
IRS Identification No: 20-420916
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   x 
     
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):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 
British Virgin Island
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
20,000,000 (see Item 5)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY  
0 (see Item 5)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
20,000,000
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    None
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
20,000,000
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  20.29%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
 
Item 1.
Security and Issuer
 
This Schedule 13D relates to the Common Stock, par value $.001 per share, of Future Now Group, Inc., a Nevada corporation, or Future Now.  The principal executive offices of Future Now are currently located at 80 Mountain Laurel Road, Fairfield, CT 06824.

Item 2.
Identity and Background
 
The person filing this statement (the “reporting person”) is Professional Offshore Opportunity Fund, Ltd.
 
Professional Offshore Opportunity Fund, Ltd. (“POOF”) is a British Virgin Islands Company. Its principal business is investments for foreign investors.  The principal office of POOF is located at 1400 Old Country Road, Suite 206 Westbury, New York 11590.
 
Each of Marc Swickle, Howard Berger, and Greg Goldberg (i) has a business address at 1400 Old Country Road, Suite 206 Westbury, New York 11590, (ii) is principally employed by PROOF and its affiliates in the capacity of a manager, and (iii) is a United States citizen.

 
2

 
 
Neither POOF nor, to the knowledge of POOF, any of the individuals specified above has during the last five years, been convicted in a criminal proceeding  (excluding traffic violations or similar misdemeanors), or been party to any civil proceeding which resulted in 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 violation with respect to such laws.

Item 3.
Source and Amount of Funds or Other Consideration
 
POOF acquired 20,000,000 shares of common stock in a private placement for $20,000 on October 20, 2009.
 
Item 4.
Purpose of Transaction
 
POOF acquired beneficial ownership of the shares of Common Stock described in this Schedule 13D as an initial step in potentially seeking control of the Issuer.  On October 30, 2007, POOF purchased $1,667,000 on convertible notes of the Issuer.  In connection with such transaction, Eisenberg Holdings LLC pledged 36,681,683 shares of Common Stock to secure Issuer’s obligations under the Note.  Issuer has defaulted on payment of the Note and accordingly, POOF has the right to foreclose on the pledged shares.   POOF expects to foreclose on the pledged shares and ultimately take control of the Issuer at which time it may replace the current board and management of the Issuer and may, depending upon certain economic conditions, merge a new operating company with or into the Issuer.
 
Item 5.
Interest in Securities of the Issuer
 
(a)  An aggregate of 20,000,000 (20.29%) shares of Common Stock is beneficially owned by POOF.

 
(b)  POOF has the sole power to vote and the sole power to direct the disposition of the 20,000,000 shares of Common Stock that it beneficially owns.

 
(c)  POOF acquired 20,000,000 shares of common stock in a private placement for $20,000 on October 20, 2009.

 
(d)  No person other than POOF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities beneficially owned.

 
(e)  Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
See Item 4 above.
 
Item 7.
Material to Be Filed as Exhibits
 
The following documents are filed as exhibits to this statement:

The documents related to POOF’s purchase of the Issuer’s convertible notes, including the Securities Purchase Agreement, the Note, the Security Agreement and the Pledge Agreement were filed as Exhibits to the Issuer’s Current Report on Form 8-K dated October 30, 2007 and filed with the Commission on November 6, 2007 and are incorporated herein by reference.

 
3

 

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.


 
October 30, 2009
PROFESSIONAL OFFSHORE
 
OPPORTUNITY FUND, LTD.
   
 
By: /s/ Howard Berger                    
 
Name: Howard Berger
 
Title: Manager
 
 
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