UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-K
 
 x
              ANNUAL REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
 
 For
the fiscal year ended June 30, 2009.
 
 OR
 
 o
              TRANSITION REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
 
 For
the transition period from  
to  .
 
 Commission
file number: 333-136069
 
 Future
Now Group Inc.
 (Name of
small business issuer in its charter)
 
 Nevada
                
                20-4237445(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (I.R.S.
      Employer
                  Identification
      No.)
 
 80 Mountain Laurel
      Rd .,
      Fairfield, CT
                
                06824(Address
      of principal executive offices)
                
                (Zip
      Code)
 
 Issuer’s
telephone number: 877-643-7244
 
 Securities
registered under Section 12(b) of the Exchange Act: None
  Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$0.001
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  ̈Yes Nox
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:  ̈Yes Nox
  Indicate
by check mark whether the registrant(1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 day. xYes ̈No
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy ir information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 if the Exchange Act.
  Large
      accelerated filter  ̈
              Accelerated
      filter  ̈Non-accelerated
      filter    ̈(Do not check
      if a smaller reporting company)
              Smaller
      reporting company x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.  Yes  ̈  No x
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.
  Class
                
                Outstanding
      at May 20, 2009Common
      Stock, $0.001 par value per share
                
                78,563,952
      shares
 
 Documents
Incorporated by Reference: NONE
 
 Transitional
Small Business Disclosure Format (Check one): Yes  ̈ ;  No x
  
  SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This
report contains forward-looking statements that involve a number of risks and
uncertainties. Although our forward-looking statements reflect the good faith
judgment of our management, these statements can be based only on facts and
factors of which we are currently aware. Consequently, forward-looking
statements are inherently subject to risks and uncertainties. Actual results and
outcomes may differ materially from results and outcomes discussed in the
forward-looking statements.
  Forward-looking
statements can be identified by the use of forward-looking words such as “may,”
“will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,”
“could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative
of these terms or other similar expressions. These statements include, but are
not limited to, statements under the captions “Risk Factors,” “Management’s
Discussion and Analysis or Plan of Operation” and “Description of Business,” as
well as other sections in this report. Such forward-looking statements are based
on our management’s current plans and expectations and are subject to risks,
uncertainties and changes in plans that may cause actual results to differ
materially from those anticipated in the forward-looking statements. You should
be aware that, as a result of any of these factors materializing, the trading
price of our common stock may decline. These factors include, but are not
limited to, the following:
 
 ·
              the
      availability and adequacy of capital to support and grow our
      business;
  ·
              economic,
      competitive, business and other conditions in our local and regional
      markets;
 
 ·
              actions
      taken or not taken by others, including competitors, as well as
      legislative, regulatory, judicial and other governmental
      authorities;
 
 ·
              competition
      in our industry;
 
 ·
              changes
      in our business and growth strategy, capital improvements or development
      plans;
 
 ·
              the
      availability of additional capital to support development;
    and
 
 ·
              other
      factors discussed elsewhere in this annual
  report.
  The
cautionary statements made in this annual report are intended to be applicable
to all related forward-looking statements wherever they may appear in this
report.
  We urge
you not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. We undertake no obligation to publicly
update any forward looking-statements, whether as a result of new information,
future events or otherwise.
  2
  EXPLANATORY
NOTE
 
 This
annual report on Form 10-K does not contain all of the information required to
be disclosed under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.  In particular, this annual
report does not contain properties required by Item 102 of Regulation S-K,
market fro registrant’s common equity, related stockholder matters and issuer
purchases of equity securities required by Items 201, 701(f) and 703 of
Regulation S-K the financial statements required by Article 8 of Regulation S-X;
management’s discussion and analysis required by Item 303 of Regulation S-K;
disclosure controls and procedures required by Item 307 of Regulation S-K;
internal control over financial reporting required by Item 308 of Regulation
S-K; directors, executive officers and corporate governance required by Items
401, 405, 406, 407©(3), (d)(4) and (d)(5) of Regulation S-K, executive
compensation required by Item 402 of Regulation S-K and paragraph (e)(4) and
(e)(5) of Item 407 of Regulation S-K, security ownership of certain beneficial
owners and management and related stockholder matters required by Item 201(d) of
Regulation S-K, certain relationships and related transactions and director
independence required by Item 404 of Regulation S-K, principal accounting fees
and services required by Item 9(e) of Schedule 14A and certifications required
under Rule 13a-14 of the Securities Exchange Act of 1934, as amended, and
Section 1350 of the Sarbanes-Oxley Act of 2002.  The company intends to
file an amendment to this annual report on Form 10-K to provide the missing
information once it becomes available.
 
 PART
I
  ITEM 1. DESCRIPTION OF
BUSINESS.
  Corporate
Information
  Overview
  From our
inception on January 23, 2006 to June 30, 2007, we were engaged in no
significant operations other than organizational activities, acquiring and
staking our properties, preparing the registration statements covering our
securities and planning phase 1 of the exploration work on a mining property
known as the “Fir property.” The Fir property is twenty-one cell mineral claims
covering an area totaling 433.24 hectares located in the Kamloops Mining
Division in south central British Columbia, approximately 35 kilometers south of
Kamloops, British Columbia. On May 11, 2007, we announced that we had abandoned
this property determining that the claim did not cover enough ground to host a
viable exploration target. We then abandoned our previous business plan and
focused on the identification of suitable businesses with which to enter into a
business opportunity or business combination.
  Share
Exchange with Future Now, Inc.
  On
October 30, 2007, we entered into a share exchange agreement with Future Now,
Inc., a privately held Delaware corporation, and the shareholders of Future Now,
Inc. Future Now, Inc. is not a related entity and there were no material
relationships between us and Future Now, Inc. prior to the share exchange. The
closing of the transactions contemplated in the share exchange agreement and the
acquisition of all of the issued and outstanding stock of Future Now, Inc.
occurred on October 30, 2007. In accordance with the closing of the share
exchange agreement, we issued 50,394,191 of our common shares to the
shareholders of Future Now, Inc. in exchange for the acquisition, by us, of all
of the issued and outstanding common shares of Future Now, Inc. on the basis of
nine and one-quarter (9.25) shares of our common stock for one share of Future
Now, Inc.’s common stock.
  We had
71,242,191 shares of common stock issued and outstanding as of October 30, 2007,
as a result of the issuance of 50,394,191 shares of common stock in connection
with the closing of the share exchange and the concurrent cancellation of
32,000,000 shares of common stock owned by our former directors. As of the
closing date, the former shareholders of Future Now, Inc. held approximately
70.74% of the issued and outstanding shares of our common stock. The issuance of
the 50,394,191 shares of common stock to the former shareholders of Future Now,
Inc. was deemed to be a reverse acquisition for accounting purposes.
Accordingly, Future Now, Inc. the accounting acquirer entity, is regarded as the
predecessor entity as of October 30, 2007. As a result of the exchange of the
Future Now, Inc. common stock for our common stock, Future Now, Inc. became our
wholly owned subsidiary. We will continue to file annual and quarterly reports
based upon our fiscal year end of June 30.
  In
connection with the consummation of the share exchange, we changed the address
of our principal executive offices effective October 30, 2007 from 650 - 1500
West Georgia Street, Vancouver, BC V6G 2Z6 to the Galleria Building, 61 Unquowa
Road, Fairfield, Connecticut 06824.
 
 Overview
of Business
 
 Through
our wholly-owned subsidiaries, we provide online marketing optimization services
and software solutions utilizing a proprietary methodology and supporting set of
software tools that help businesses improve their online marketing to generate
more sales, leads, and subscriptions. Our proprietary Persuasion Architecture®
framework delivers clients “blueprints” to plan, measure and improve their
online sales and marketing initiatives. Management believes that our methodology
and software tool set represents a truly accountable solution to three
multi-billion dollar problems;
  3
  1.
                Low customer conversion
      rates;1
 
 2.
                High
      costs of customer acquisition;2and
 
 3.
                Poor customer retention
      rates.3
 
 1State of
Retailing Online 2007, conducted by Forrester Research for the Shop.org arm of
the National Retail Federation reports average conversion rates of 3.1%.
comScore, Inc. reports 2007 online commerce spending at $188B. For every
additional 1 percentage point retailers add to their overall conversion rate,
they stand to collectively add over $60B in revenue.
 2Internet
Advertising Bureau reports, in a study conducted by PricewaterhouseCoopers LLP,
that 2007 online ad revenues will top $20B. Record revenues confirmed through
the first 3 quarters of 2007 total $15.2B. Online customer acquisition costs are
directly attributable to the cost of the media required to deliver
traffic.
 3Poor
customer retention rates are most often measured by subscription businesses in
terms of their churn rate. One example company, Netflix, the leader in their
space reported a year end (6/30/07) churn of 63.4% of their customer base.
Netflix also reported total revenue of $1.25B. To this one company alone, their
problem with poor customer retention has an opportunity cost of over
$2B.
 
 Our
business model is one of delivering software as a service complemented with
certain professional services and licensing options.
  Alkemi International Pty
Ltd. Investment and Limited Term Licensing Agreement
  On June
13, 2007, we entered into a licensing agreement, a shareholders agreement and a
call option deed (collectively, the “AIPL Agreements”) with Alkemi International
Pty Ltd (“AIPL”). Under the AIPL Agreements, AIPL received a limited term
exclusive licensing agreement for 17 months to resell and deliver our
intellectual property in Australia and New Zealand and we would have a right to
convert any monies owed pursuant to the AIPL Agreements from AIPL to an
ownership position in AIPL. On July 23, 2007, we delivered to AIPL notice to
issue shares that totaled the outstanding balance due from AIPL as of June 13,
2007, which, at the time, was approximately $84,000. A valuation opinion was
obtained whereby the value of AIPL was set at $959,300 AUD (or US $808,724) and
as such we received an amount equal to $97,268 AUD or 159,897 shares of AIPL. We
will continue to accrue monies owed from AIPL until a total of US$62,629 is due
from AIPL. At such time the amount will automatically be converted into
additional shares of AIPL and the total ownership percentage at that time of
AIPL by us will equal 15%. Payments to us will then commence based upon the
licensing agreement.
 
 Share Exchange with
Elemental Business, Inc.
 
 On May
28, 2008, we completed a share exchange with Elemental Business, Inc. (“EBI”)
whereby we purchased all the outstanding common stock of EBI in exchange for the
issuance of 3,700,000 shares of its Common Stock. EBI became our wholly owned
subsidiary. EBI is in the business of online marketing optimization using its
proprietary technology. The technology was actually built around the concepts of
the Persuasion Architecture® technology. Management believes that this
acquisition will accelerate our time to market whereby we can touch all small
businesses through a lower-priced subscription-based software
product.
 
 Industry
Background
  The
Internet has emerged as a powerful marketing medium that allows millions of
consumers and marketers to conduct business and interact with each other in
unprecedented ways. The Internet is particularly well suited to direct marketers
because of its ability to access both broad audiences, as well as precisely
defined groups. As a result, the Internet provides marketers with opportunities
to identify and attract customers, as well as target specific types of users and
collect data on their preferences. At the same time, we believe the Internet
appeals to consumers because it offers more individual control over marketing
messages. The growth of the Internet has encouraged companies to spend more of
their marketing budgets on Internet marketing. We believe there is a need for a
marketing infrastructure that could satisfy the objectives of both marketers and
consumers, which would enable businesses to acquire and retain customers, yet
operate from a consumer-centric approach that would provide relevant information
and meaningful value to the individual user.
 
 Products
  We derive
our revenue from the sale of products and services classified into the following
categories: (a) professional services, including custom and packaged consulting;
(b) software subscription licensing; (c) content and training; and (d)
product sales.
 
 Custom
and Productized Consulting Services
  These
services come in three primary service lines: (a) Conversion Optimization; (b)
Persuasion Scenario Analysis; and (c) Marketing Planning & Optimization with
Persuasion ArchitectureTM. All of these services are specific to the “flavor” of
a site (for example, business-to-business, business-to-consumer, self-service or
media). The services include three “sizes” per service line, which provides
simplicity and scalability. The price for these services ranges from $2,500 to
$500,000. The delivery time frame ranges from less than three months to beyond a
full year.
  4
  Methodology
Software Subscription and Licensing
  Our
Persuasion Architecture® software suite, referred to as the Minerva
Architectural Process (“MAP Tool”) is available for licensing. This is a
valuable option for agencies as well as medium and larger companies that intend
to implement Persuasion ArchitectureTM across multiple clients, sites, products
and channels. Companies and individuals can also become certified Persuasion
Architecture partners under direct licensing and royalty programs.
  Persuasion
Architecture® is a framework, methodology and software tool set we developed to
plan, build and optimize persuasive systems on-line and off-line, irrespective
of channel. The unique benefit of Persuasion ArchitectureTM is that it allows our
clients to scientifically plan marketing scenarios from a customer-centric
perspective and optimize them. Persuasion ArchitectureTM guides clients to
document every assumption based on their customers’ personal motivations. It
then asks the Persuasion ArchitectTM to predict the scenarios that those
customers will navigate. On-line, Persuasion ArchitectureTM uses its web
analytics scenario language (PAXML - Persuasion Architecture XML) to measure
scenarios and optimize against those predictions. This scenario optimization
process is a six sigma process that allows the Persuasion Architect to
understand whether it is the execution or the plan that needs
correction.
  Content
and Training
  We
continue to develop content and training programs from our thought leadership
and market awareness. Our principals and key employees have published many books
and white papers on topics pertaining to their respective areas of expertise. We
offer various training programs that cater to both business-to-business and
business-to-consumer operations. These workshops and seminars include:
Persuasive Online Copywriting, Call to Action: Design with Your Audience in Mind
and Wizards of Web, online strategy for increased ROI. Trainings are generally
held at rented room locations within conference resort or standard hotel
operations.
  Product
Sales
  We
recently launched a line of hard copy and downloadable products that may be
purchased directly from our websites. Such products are meant to educate the
user and move them into another revenue channel. The products currently include:
Conversion Expert’s Workbook; Future Now’s Self Service Guide to Website
Optimization; (created in conjunction with Google’s partnership with the launch
of the Website Optimizer Tool), Which Sells Best; A Quick Start Guide to Testing
for Retailers, and Principles of Online Copywriting.
  Intellectual
Property
  General
  We rely
on trade secrets, prior client experience and the expertise of our team that we
seek to protect, in part, by confidentiality agreements. We require all current
and future employees, consultants, contractors, manufacturers, outside
collaborators, directors on our board, and other advisors to execute
confidentiality agreements upon the commencement of employment or consulting
relationships with us. These agreements provide that all confidential
information developed or made known to the individual during the course of the
individual’s relationship with us is to be kept confidential and not disclosed
to third parties except in specific limited circumstances. We require signed
confidentiality or material transfer agreements from any company that receives
confidential information from us. We intend to ensure that, in the case of
employees, consultants and contractors, any agreements that we enter into with
such persons will generally provide that all inventions conceived by the person
while rendering services to us shall be assigned to us as our exclusive
property.
 
 Trademarks
  We have
the following registered trademark: Persuasion Architecture®.
  Domain
Names
  We own
and operate the following registered Internet domain names: futurenowinc.com,
grokdotcom.com, futurenowgroup.com and persuasionarchitectureinc.com. The
information contained on our websites does not form part of this
report.
 
 Research
and Software Development
  We
currently have dedicated research and software development costs. We anticipate
continued expenditures for such costs however over time the absolute dollar
amount will decline as a percentage of our gross revenue.
 5
  Competition
 
 We
generally compete for the budgets that companies allocate to marketing. We
believe the market for interactive marketing optimization will rapidly evolve
and be intensively competitive. However, management believes that we have no
direct competitors that provide a one-stop service/product which improves
conversion rates and customer acquisition and retention. There are however
companies active in various segments of this sector. The “agency” group
(Organic, Inc., Critical Path, Inc., and Frog Internet Services) is concerned
with tactical implementation and strategic direction but utilizes only vaguely
defined micro-metrics. The “vendors group” (i.e., email marketers, search engine
marketers, word-of-mouth marketing, and affiliates) offers tactical
implementation and only pre-defined metrics without an overall strategic
guidance. Management believes that our competitive advantage lies in our
strategic marketing planning methodology and proprietary framework.
  Our
ability to compete depends on many factors. Factors over which we have some
level of control include:
  ·
              ability
      to enter into relationships with
marketers;
 
 ·
              ability
      to provide simple, cost-effective and reliable
  solutions;
 
 ·
              timely
      development and marketing of new services;
and
 
 ·
              ability
      to manage rapidly changing technologies, frequent new service
      introductions and evolving industry
standards.
  Factors
outside our control include:
  ·
              development,
      introduction and market acceptance of new or enhanced services by our
      competitors;
 
 ·
              changes
      in pricing policies of our
competitors;
 
 ·
              entry
      of new competitors in the market;
 
 ·
              ability
      of marketers to provide simple, cost-effective and reliable promotions;
      and
 
 ·
              market
      economy’s impact on our clients’ marketing
  budgets.
  We expect
competition to intensify as more competitors enter our markets. However, as
referenced above, one of our most important assets is our intellectual property,
which we believe will help offset some of the competitive pressures for certain
of our services and products. Most of our existing competitors, as well as a
number of potential new competitors, have significantly greater financial,
technical, marketing and managerial resources than we do. Most of our
competitors also generate greater revenue. They may compete more effectively and
be more responsive to industry and technological change than we
are.
  Major
Customers
  We will
file an amendment to this annual report to provide the information under this
section.
 
 Marketing
  Prior to
the second quarter of our current fiscal year, we had not done any outbound
marketing or other advertising campaigns. Our revenues were solely due to
referrals, our reputation in the market and the increasing demand for our
services. In the future we plan to invest heavily in our marketing and
advertising expense both in absolute dollars and as an increasing percentage of
our operating expenses. Among other initiatives, our planned marketing efforts
will involve: hiring new direct sales personnel, affiliated marketing
arrangements, online advertising, and telemarketing.
  Our
clients are generally familiar with our methodology and employees from the
numerous books written by our principals, Jeffrey and Bryan Eisenberg, our
industry publication GrokDotCom, as well as our frequent appearances at industry
conferences and events.
 
 Government
Regulation
  Our
products or services are not regulated by the government in any of our markets
and we do not need to obtain permits specific to our industry in order for us to
operate or to sell our products and services. Additionally, we are not subject
to any legislation specific to our industry, products and services.
 
 Employees
  We will
file an amendment to this annual report to provide the information under this
section.
 
 Reports
to Security Holders
 
 None.
  6
  
 ITEM 1A.   RISK
FACTORS
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
 
 ITEM
1B.   UNRESOLVED STAFF COMMENTS
  We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
  ITEM
2.      DESCRIPTION OF PROPERTY.
  We will
file an amendment to this annual report to provide properties as required by
Item 102 of Regulation S-K.
  ITEM
3.      LEGAL PROCEEDINGS.
  We are
not a party to any pending legal proceedings.
  ITEM
4.      SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.
  None.
  7
  PART
II
  ITEM 5.
              MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY
SECURITIES.
  We will
file an amendment to this annual report to provide market fro registrant’s
common equity, related stockholder matters and issuer purchases of equity
securities required by Items 201, 701(f) and 703 of Regulation S-K
 
 ITEM
6.     SELECTED FINANCIAL DATA
  We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
  ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.
  We will
file an amendment to this annual report to provide management’s discussion and
analysis as required by Item 303 of Regulation S-K.
  ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
 
 ITEM 8. FINANCIAL
STATEMENTS.
 
 We will
file an amendment to this annual report to provide the financial statements as
required by Article 8 of Regulation S-X.
  ITEM 9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
  No events
occurred that require disclosure under Item 304(b) of Regulation
S-B.
  ITEM
9A    CONTROLS AND PROCEDURES.
 
 We will
file an amendment to this annual report to provide controls and procedures as
required by Items 307 of Regulation S-K and 308 of Regulation S-K.
  ITEM
9B.         OTHER
INFORMATION.
  Effective
September 21, 2009, Roy Williams resigned as a director of the
Company.  On or about September 30, 2009, Bryan Eisenberg and Jeffrey
Eisenberg resigned as directors of the Company.  In September 2009,
William Schloth resigned as a director of the Company.  Their
resignations as directors were not based on any disagreement with us on any
matter relating to our operations, policies or practices.
 
 In
connection therewith, the board of directors reduced the number of authorized
directors to three and appointed Greg Goldberg to fill one of the newly created
vacancy on the board.  Mr. Goldberg was appointed as a nominee of
Professional Traders Fund and Professional Offshore Opportunity Fund, the
holders of senior secured convertible debentures that are currently in
default.  Upon the successful restructuring of a majority of certain
subordinated unsecured convertible notes, the holders of these notes will be
entitled to nominate a third member to the board.
 
 Mr. Alan
Hall also remains a director.
 
 On or
about September 30, 2009, Jeffrey Eisenberg resigned as our President and Chief
Executive Officer.
 
 On
October 1, 2009, the board of directors appointed William Schloth as the
Company’s interim Chief Executive Officer and Chief Accounting
Officer.  In connection therewith, the Company engaged WMS Financial
Group, Inc., a company in which Mr. Schloth is a principal, as a transaction
manager to provide certain financial and business services for a period of three
months.  The Company has agreed to pay WMS a fee of $5,000 per month,
a success fee of $20,000, and other contingent remuneration.
 
 On or about October 1, 2009, Future
Now, Inc., a wholly-owned subsidiary of the Company, engaged a FINRA registered
broker dealer to act as its Company’s financial advisor for its planned
restructuring and as placement agent for capital raising
activities.
  8
  
 PART
III
  ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
  ACT.
  We will
file an amendment to this annual report to provide directors, executive officers
and corporate governance required by Items 401, 405, 406, 407©(3), (d)(4) and
(d)(5) of Regulation S-K.
 
 ITEM
11.            EXECUTIVE
COMPENSATION.
  We will
file an amendment to this annual report to provide executive compensation as
required by Item 402 of Regulation S-K and paragraph (e)(4) and (e)(5) of Item
407 of Regulation S-K.
 
 ITEM 12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.
 
 We will
file an amendment to this annual report to provide security ownership of certain
beneficial owners and management and related stockholder matters required by
Item 201(d) of Regulation S-K,
 
 ITEM 13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
 
 We will
file an amendment to this annual report to provide certain relationships and
related transactions and director independence required by Item 404 of
Regulation S-K,
 
 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 We will
file an amendment to this annual report to provide principal accountants fees
and services as required by Item 9(e) of Schedule 14A (Sec.240.14a-101 of this
chapter).
  9
  ITEM
15.          EXHIBITS.
 
 Exhibit
                  Number
                
                Description31.1*
                
                Rule
      13a-14(a) Certification of the Chief Executive Officer.31.2*
                
                Rule
      13a-14(a) Certification of the Chief Financial Officer.32.1*
                
                Section
      1350 Certification of Chief Executive Officer.32.2*
                
                Section
      1350 Certification of Chief Financial
Officer.
 
 * To be
filed by amendment
  10
  SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  FUTURE
      NOW GROUP INC.Dated:
      October 13, 2009
                  By:
                  /s/
      William E. SchlothWilliam
      E. SchlothPrincipal
      Executive Officer
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
 
 Signature
                
                Title
                
                Date/s/
      William E. Schloth
                
                Chief
      Executive Officer and Chief
                
                October
      13, 2009William
      E. Schloth
                
                Accounting
      Officer/s/
      Greg Goldberg
                
                Director
                
                October
      13, 2009Greg
      Goldberg/s/
      Alan Hall
                
                Director
                
                October
      13, 2009Alan
      Hall
  11