**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10-KSB**




o
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




For
      the
      fiscal year ended




OR




x
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




For
      the
      transition period from January 1, 2007 to June 30, 2007




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.)





**61
                Unquowa 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**




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      Section 15(d) of the Exchange Act. o




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 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
      days. Yes x No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x




The
      Issuer's revenues for the six months ended June 30, 2007 were $1,231,346.









The
      aggregate market value of the voting stock held by non-affiliates of the Issuer
      on January 25, 2008, was approximately $5,420,000. This calculation is based
      on
      the closing sale price of $0.26 as reported on the OTC Bulletin Board on January
      18, 2007. Shares of common stock held by each executive officer and director
      and
      by certain persons who own 5% or more of the outstanding common stock have
      been
      excluded in that such persons may be deemed to be affiliates. This determination
      of affiliate status is not necessarily a conclusive determination for other
      purposes.




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 January****25,
                2008**Common
                Stock, $0.001 par value per share
            
            71,242,191
                shares





Documents
      Incorporated by Reference: NONE





Transitional
      Small Business Disclosure Format (Check one): Yes o; No x







**TABLE
      OF CONTENTS**




**Page**EXPLANATORY
                NOTE
            1SPECIAL
                NOTE REGARDING FORWARD-LOOKING STATEMENTS
            1**PART
                I**ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            3ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            11ITEM
                3.
            LEGAL
                PROCEEDINGS
            11ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            11**PART
                II**ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER PURCHASES OF EQUITY SECURITIES
            12ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            13ITEM
                7.
            FINANCIAL
                STATEMENTS
            20ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            21ITEM8B.
            OTHER
                INFORMATION
            21**PART
                III**ITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
            22ITEM
                10.
            EXECUTIVE
                COMPENSATION
            24ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            25ITEM12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE
            27ITEM
                13.
            EXHIBITS
            28ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            30




i




**EXPLANATORY
      NOTE**




Future
      Now Group Inc. (also referred to herein as the “Company,” “our” or “we”), filed
      a Current Report on Form 8-K with the Securities and Exchange Commission (the
      “SEC”) on November 6, 2007 to report a reverse merger whereby Future Now Inc.
      (“FNI”), became a wholly owned subsidiary of Future Now Group Inc., a reporting
      shell company (the “Share Exchange”). Future Now Group Inc. which was the
      acquiree in the merger for accounting purposes has a fiscal year end of June
      30.
      FNI, the acquired company, has a calendar fiscal year. The Form 8-K included
      audited consolidated financial statements of FNI for the fiscal years ended
      December 31, 2006 and 2005, and unaudited consolidated financial statements
      for
      the nine months ended September 30, 2007 and September 30, 2006. We are
      including in this transition report on Form 10-KSB the audited consolidated
      financial statements of FNI for the period from the end of FNI’s fiscal year,
      December 31, 2006 to June 30, 2007, which are conformed to our fiscal year
      end,
      June 30, for the 2007 fiscal year.




By
      including these financial statements, we have filed with the SEC audited
      financial statements for FNI from January 1, 2005 through June 30, 2007. We
      have
      also transitioned from the calendar fiscal year of FNI to the July – June
      calendar year of Future Now Group Inc.




**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 under the section entitled “Risk Factors” or elsewhere
                in this transitional report.




1




The
      cautionary statements made in this transitional 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




**PART
      I**




**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS.** ****




***Business
      Development***




The
      address of our principal executive office is 61 Unquowa Road, Fairfield,
      Connecticut 06824. Our telephone number is (877)
      643-7244 .




We
      were
      incorporated in the State of Nevada on January 23, 2006 with authorized capital
      of 75,000,000 shares of common stock with a par value of $0.001. FNI, our wholly
      owned, operating subsidiary, was incorporated in the State of Delaware in
      November 1997.




Our
      common stock is quoted on the OTC Bulletin Board under the symbol
      "FUTR.OB.”





On
      October 30, 2007, we entered into a share exchange agreement with FNI, a
      privately held Delaware corporation, and the stockholders of FNI. The closing
      of
      the transactions contemplated in the share exchange agreement and the
      acquisition of all of the issued and outstanding stock of FNI occurred on
      October 30, 2007 (the “Share Exchange”). In
      accordance with the closing of the Share Exchange, we issued 50,394,191 of
      our
      common shares to the shareholders of FNI, in exchange for the acquisition,
      by
      us, of all of the issued and outstanding common shares of FNI, on the basis
      of
      one share of our common stock for one share of FNI common stock.




We
      had
      71,242,191 common shares issued and outstanding as of October 30, 2007 as a
      result of the issuance of 50,394,191 common shares in connection with the
      closing of the Share Exchange and the concurrent cancellation of 32,000,000
      common shares owned by our former directors. The issuance of the 50,394,191
      shares of common stock to the former shareholders of FNI was deemed to be a
      reverse acquisition for accounting purposes. Accordingly, FNI, the accounting
      acquirer entity, is regarded as the predecessor entity as of October 30, 2007.
      As a result of the Share Exchange, FNI became our wholly owned
      subsidiary.





***Business
      of the Issuer***





As
      of
      October 30, 2007, the closing date of the Share Exchange with FNI, we commenced
      the business of helping clients generate more interaction, leads, subscriptions,
      and sales from their online marketing efforts. We offer a suite of products
      consisting of consulting, training and software as a service with the primary
      goal of optimizing clients’ online conversion rates.




Our
      proprietary Persuasion Architecture® framework provides clients “blueprints” to
      plan, measure and improve their online sales and marketing efforts. Management
      believes that our Persuasion Architecture® software represents a truly
      accountable solution to three multi-billion dollar problems:




1.
            Low
                customer conversion rates;2.
            High
                costs of customer acquisition;
                and




3.
            Poor
                customer retention rates.




3




Management
      believes that today’s prospects need to be actively engaged as participants in
      marketing communications. By formulating the conversations an organization
      will
      have with its diverse constituent segments, Persuasion Architecture® allows
      practitioners to plan, build, and optimize the persuasive impact on those
      segments and further that it allows our clients to scientifically plan marketing
      scenarios from a customer-centric perspective and optimize them.




The
      market in this sector has really started to focus on the importance of
      converting traffic rather than simply driving it.




**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 can satisfy the objectives of both marketers
      and
      consumers, which will enable businesses to acquire and retain customers, yet
      operate from a consumer-centric approach that will 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) 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 Architecture® . All of these services are specific
      to the “flavor” of a web-site (business-to-business, business-to-consumer,
      self-service or media). The services include three “sizes” per service line,
      which provides simplicity and scalability. The prices for these services range
      from $2,500 to $500,000. The delivery timeframe ranges from less than three
      months to more than a full year.




Methodology
      Software 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 advertising agencies as well as medium and larger companies
      that intend to implement Persuasion Architecture® 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. Persuasion Architecture® 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 Architecture® 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.




4




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. Such training programs service both
      business-to-business and business-to-consumer operations. Sample workshops
      include: Persuading Them to Take Action - Designing With the Audience in Mind,
      Persuasive Online Copywriting, and Creating Persuasive Momentum - How to Move
      Your Visitors Towards the Close.




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 Persuasive 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




The
      following trademark application is presently pending: Persuasion
      Architecture.




Domain
      Names




We
      own
      and operate the following registered Internet domain names: futurenowinc.com,
      grokdotcom.com and persuasionarchitectureinc.com. The information contained
      on
      our websites does not form part of this transitional report.




5




*Research
      and Development*




We
      currently have no dedicated research and development costs. We anticipate
      allocating such costs in the future for human development and other capital
      expenditures.




*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 evolvingindustry 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
      do not
      have any major customers.




*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.




6




*Employees*




As
      of
      January 25, 2008, we employed approximately 25 people; of this number, 20
      individuals were full-time employees and the remainder were part-time employees
      and contractors/consultants.




We
      are
      not a party to any collective bargaining agreement. We believe our relations
      with our employees to be satisfactory.




***Reports
      to Security Holders***





None.





**RISK
      FACTORS**




An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following material risks, together with the other
      information contained in this interim report. If any of the following risks
      actually occur, our business, results of operations and financial condition
      would likely suffer. In these circumstances, the market price of our common
      stock may decline




***Risks
      Related to Our Business***




**Because
      we depend on our key personnel, the loss of their services or the failure to
      attract additional highly skilled personnel could adversely affect our
      operations.**




If
      we are
      unable to maintain our key personnel, in particular Jeffrey Eisenberg, our
      Chief
      Executive Officer and President, and William Schloth, our Chief Financial
      Officer, and to attract new employees with high levels of expertise in those
      areas in which we propose to engage, without unreasonably increasing our labor
      costs, the execution of our business strategy may be hindered and our growth
      limited. We believe that our success is largely dependent on the continued
      employment of our senior management and directors and the hiring of strategic
      key personnel at reasonable costs. All of our senior executives have entered
      into employment agreements with us; however, each senior executive may terminate
      his employment agreement on notice for any reason. We do not have “key-person”
insurance on the lives of any of our key officers or management personnel to
      mitigate the impact that the loss of any of them would cause. Specifically,
      the
      loss of any of our executive officers would disrupt our operations and divert
      the time and attention of our remaining officers. If any of our current senior
      executives were to become unable or unwilling to continue in their present
      position, or if we were unable to attract a sufficient number of qualified
      employees at reasonable rates, our business, results of operations and financial
      condition will be materially adversely affected.




**If
      we fail to respond to rapidly changing technology or evolving industry
      standards, our services may become obsolete or less
      competitive.**




The
      market for services is characterized by rapid technological advances, changes
      in
      client requirements, changes in protocols and evolving industry standards.
      If we
      are unable to develop enhancements to, and new features for, existing services,
      or acceptable new services that keep pace with rapid technological developments,
      our services may become obsolete, less marketable and less competitive and
      our
      business may be harmed. The success of any enhancements, new features and
      services depends on several factors, including the timing of completion,
      functionality and market acceptance of the feature or enhancement. Failure
      to
      produce acceptable new features and enhancements may significantly impair our
      revenue growth and our results of operations.




7






**We
      may be liable to customers and may lose customers if we provide poor service,
      if
      services do not comply with our agreements or if there is a loss of
      data.**




The
      information in our databases may not be complete or may contain inaccuracies
      that customers regard as significant. Ability to collect and report data may
      be
      interrupted by a number of factors, including an inability to access the
      Internet or the failure of our network or software systems. In addition,
      computer viruses may harm systems causing lost data, and the transmission of
      computer viruses could expose us to litigation. Our customer agreements give
      customers the right to terminate their agreements for cause if we fail to meet
      certain reliability standards stated in the agreements or otherwise materially
      breach our obligations. Any failures in the services supplied or the loss of
      any
      customers’ data may result in customers terminating their agreements and could
      subject us to liability. We also may be required to spend substantial amounts
      to
      defend lawsuits and pay any resulting damage awards. We may be liable to
      customers for loss of business, loss of future revenue, and breach of contract
      or even for the loss of goodwill. In addition to potential liability, if we
      supply inaccurate information or experience interruptions in our ability to
      supply information, our reputation could be harmed and we could lose
      customers.




**We
      may expand through acquisitions of, or investments in, other companies or
      through business relationships, all of which may divert management’s attention,
      result in additional dilution to stockholders or consume resources that are
      necessary to sustain our operations.**




One
      of
      our business strategies is to acquire competing or complementary services,
      technologies or businesses. We also may enter into relationships with other
      businesses in order to expand service offerings, which could involve preferred
      or exclusive licenses, additional channels of distribution or discount pricing
      or investments in other companies.




An
      acquisition, investment or business relationship may result in unforeseen
      operating difficulties and expenditures. In particular, we may encounter
      difficulties assimilating or integrating the acquired businesses, technologies,
      products, personnel or operations of the acquired company, particularly if
      the
      key personnel of the acquired company choose not to work for us, and we may have
      difficulty retaining the customers of any acquired business due to changes
      in
      management and ownership. Acquisitions may also disrupt ongoing business, divert
      resources and require significant management attention that would otherwise
      be
      available for ongoing development of business. Moreover, there can be no
      assurance that the anticipated benefits of any acquisition, investment or
      business relationship would be realized or that we would not be exposed to
      unknown liabilities. In connection with one or more of those transactions,
      we
      may:




·
            issue
                additional equity securities that would dilute our existing
                stockholders;




·
            use
                cash that we may need in the future to operate our
                business;




·
            incur
                debt on terms unfavorable to us or that we are unable to
                repay;




·
            incur
                large charges or substantial
                liabilities;




·
            encounter
                difficulties retaining key employees of the acquired company or
                integrating diverse business cultures;
                and




·
            become
                subject to adverse tax consequences, or incur substantial depreciation
                or
                deferred compensation charges.




We
      periodically engage in preliminary discussions relating to acquisitions and
      strategic partnerships, but are not currently a party to any agreements relating
      to pending or proposed acquisitions or strategic partnerships.


8




**Failure
      to manage growth effectively could prevent us from achieving our
      goals.**




Our
      strategy envisions a period of rapid growth that may impose a significant burden
      on our administrative and operational resources. Our ability to effectively
      manage growth will require us to substantially expand the capabilities of our
      administrative and operational resources and to attract, train, manage and
      retain qualified management, technicians and other personnel. Our failure to
      successfully manage growth could result in our sales not increasing
      commensurately with our capital investments which could materially adversely
      affect our business.




**Any
      failure to adequately expand a direct sales force will impede our
      growth.**




We
      expect
      to be substantially dependent on a direct sales force to obtain new customers,
      particularly large enterprise customers, and to manage customer relationships.
      There is significant competition for direct sales personnel with advanced sales
      skills and technical knowledge. Our ability to achieve significant growth in
      revenue in the future will depend, in large part, on our success in recruiting,
      training and retaining sufficient direct sales personnel. New hires require
      significant training and may, in some cases, take twelve months or more to
      achieve full productivity. Recent hires and planned hires may not become as
      productive as expected, and we may be unable to hire sufficient numbers of
      qualified individuals in the future in the markets where we do business. If
      we
      are unable to hire and develop sufficient numbers of productive sales personnel
      our business prospects could suffer.




**If
      we are not able to adequately protect our proprietary rights, our operations
      may
      be materially adversely affected.**




Our
      ability to compete partly depends on the superiority, uniqueness and value
      of
      our technology, including both internally developed technology and technology
      licensed from third parties. To protect our proprietary rights, we rely on
      a
      combination of patent, trademark, copyright and trade secret laws,
      confidentiality agreements with our employees and third parties, and protective
      contractual provisions. Despite these efforts, we may not be able to adequately
      protect our intellectual property.




In
      addition, we may not be able to effectively protect our intellectual property
      rights in certain foreign countries where we may do business in the future
      or
      from which competitors may operate. Our inability to adequately protect our
      proprietary rights may have a materially adverse affect on our business and
      operations.




**If
      we are forced to litigate to defend our intellectual property rights, or to
      defend against claims by third parties against us relating to intellectual
      property rights, our operations may by materially adversely
      affected.**




Disputes
      regarding the ownership of technologies are common and likely to arise in the
      future. We may be forced to litigate to enforce or defend our intellectual
      property rights, to protect our trade secrets or to determine the validity
      and
      scope of other parties’ proprietary rights. Any such litigation could be very
      costly and could distract our management from focusing on operating our
      business. The existence and/or outcome of any such litigation could harm our
      business.




**If
      we are later subject to claims that we have infringed the proprietary rights
      of
      others or exceeded the scope of licenses, we may be required to obtain a license
      or pay additional fees or change our designs or
      technology.**




Infringement
      or invalidity claims (or claims for indemnification resulting from infringement
      claims) may be asserted or prosecuted against us. Regardless of whether any
      such
      claims are valid or can be successfully asserted, defending against such claims
      could cause us to incur significant costs and could divert resources away from
      our other activities. In addition, assertion of infringement claims could result
      in injunctions that prevent us from distributing our products. If any claims
      or
      actions are asserted against us, we may seek to obtain a license to the
      intellectual property rights that are in dispute. Such a license may not be
      available on reasonable terms, or at all, which could force us to change our
      software designs or other technology.


9




***Risks
      Related to our Common Stock***




**Trading
      on the OTC Bulletin Board may be volatile and sporadic, which could depress
      the
      market price of our common stock and make it difficult for our stockholders
      to
      resell their shares.**




Our
      common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on
      the
      OTC Bulletin Board is often thin and characterized by wide fluctuations in
      trading prices, due to many factors that may have little to do with our
      operations or business prospects. This volatility could depress the market
      price
      of our common stock for reasons unrelated to operating performance. Moreover,
      the OTC Bulletin Board is not a stock exchange, and trading of securities on
      the
      OTC Bulletin Board is often more sporadic than the trading of securities listed
      on a quotation system like NASDAQ or an exchange such as the American Stock
      Exchange. Accordingly, stockholders may have difficulty reselling any or all
      shares of our common stock.




**Our
      common stock is a penny stock. Trading of our stock may be restricted by the
      SEC’s penny stock regulations which may limit a stockholder’s ability to buy and
      sell our stock.**




Our
      common stock currently is a penny stock. The SEC has adopted Rule 15g-9 which
      generally defines “penny stock” to be any equity security that has a market
      price (as defined) less than $5.00 per share or an exercise price of less than
      $5.00 per share, subject to certain exceptions. Our securities are covered
      by
      the penny stock rules, which impose additional sales practice requirements
      on
      broker dealers who sell to persons other than established customers and
“accredited investors.” The term “accredited investor” refers generally to
      institutions with assets in excess of $5,000,000 or individuals with a net
      worth
      in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
      with their spouse. The penny stock rules require a broker dealer, prior to
      a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document in a form prepared by the Securities
      and
      Exchange Commission which provides information about penny stocks and the nature
      and level of risks in the penny stock market. The broker dealer also must
      provide the customer with current bid and offer quotations for the penny stock,
      the compensation of the broker dealer and its salesperson in the transaction
      and
      monthly account statements showing the market value of each penny stock held
      in
      the customer’s account. The bid and offer quotations, and the broker dealer and
      salesperson compensation information, must be given to the customer orally
      or in
      writing prior to effecting the transaction. In addition, the penny stock rules
      require that prior to a transaction in a penny stock not otherwise exempt from
      these rules, the broker dealer must make a special written determination that
      the penny stock is a suitable investment for the purchaser and receive the
      purchaser’s written agreement to the transaction. These disclosure requirements
      may have the effect of reducing the level of trading activity in the secondary
      market for the stock that is subject to these penny stock rules. Consequently,
      these penny stock rules may affect the ability of broker dealers to trade our
      securities and may discourage investors’ interest in and limit the marketability
      of our common stock.


10




**The
      Financial Industry Regulatory Authority’s sales practice requirements may also
      limit a stockholder’s ability to buy and sell our stock.**




In
      addition to the “penny stock” rules promulgated by the SEC, the Financial
      Industry Regulatory Authority, Inc.(“FINRA”) has adopted rules that require a
      broker dealer to have reasonable grounds for believing that an investment is
      suitable for a customer before recommending such investment to that customer.
      Prior to recommending speculative low-priced securities to their
      non-institutional customers, broker dealers must make reasonable efforts to
      obtain information about the customer’s financial status, tax status, investment
      objectives and other information. Under interpretations of these rules, FINRA
      believes that there is a high probability that speculative low priced securities
      will not be suitable for at least some customers. FINRA’s requirements make it
      more difficult for broker dealers to recommend that their customers buy our
      common stock, which may limit your ability to buy and sell our
      stock.




**ITEM
              2.**
            **DESCRIPTION
                OF PROPERTY.**




We
      currently do not own any real property. Our corporate headquarters are located
      at 61 Unquowa Road, Fairfield, Connecticut 06824 and are leased by us. Our
      lease
      is for approximately 550 square feet and has a term of two years ending December
      31, 2009.




Our
      primary sales, marketing and consulting service operations are conducted out
      of
      leased office space located at 55 Washington Street, Suite 419, Brooklyn, New
      York 11201. Our lease for this office commenced on December 15, 2007, has a
      term
      of three years and represents approximately 3,200 square feet.




**ITEM
              3.**
            **LEGAL
                PROCEEDINGS.**




We
      are
      not a party to any pending legal proceeding.




**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS.**




None.


11




**PART
      II**




**ITEM
              5.**
            **MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER PURCHASES OF EQUITY
                SECURITIES.**




We
      received approval from the OTC Bulletin Board on March 23, 2007 for quotation
      under the symbol “RPEX.OB.” Our trading symbol was changed from “RPEX.OB” to
“FUTR.OB” in July 2007 in connection with a 12-for-1 forward stock split and
      company name change.




The
      following table reflects the high and low bid information for our common stock
      obtained from Yahoo! Finance and reflects inter-dealer prices, without retail
      mark-ups, markdowns or commissions, and may not necessarily represent actual
      transactions.




The
      high
      and low bid prices of our common stock for the periods indicated below are
      as
      follows:




**FINRA**


**OTC
      Bulletin Board**




**Quarter****Ended**
            
            **High**
            
            **Low**March
                31, 2007(1)
            
            
            N/A
            
            
            N/AJune
                30, 2007
            
            $
            1.80
            
            $
            1.80September
                30, 2007(2)
            
            $
            0.67
            
            $
            0.16December
                31, 2007(2)
            
            $
            1.50
            
            $
            0.15


(1)  Our
      common stock received approval for quotation on March 23, 2007. The first trade
      occurred June 25, 2007.


(2)  Gives
      effect to a 12:1 stock split that occurred on July 24, 2007.





On
      January 8, 2007 the last trade for the common stock as reported by the quotation
      service operated by the OTC Bulletin Board was $0.256.




**Rule
      144 Shares**




Pursuant
      to the Securities and Exchange Commission’s revisions to Rule 144, which take
      effect on February 15, 2008 and apply retroactively, a total of 50,394,191
      shares of our common stock will become available for resale to the public after
      April 30, 2008, subject to the volume and trading limitations of Rule 144 as
      then in effect.




**Holders**




As
      of
      January 25, 2007 there were 78 holders of record of our common stock who held
      an
      aggregate of 71,242,191 common shares.




Our
      common shares are issued in registered form. Our registrar and transfer agent
      is
      Island Stock Transfer, 100 Second Avenue South, Suite 104N, St. Petersburg,
      Florida, 33701, Telephone: (727) 289-0010, Facsimile: (727)
      289-0069.




12




**Dividend
      Policy**




We
      have
      not paid any cash dividends on our common stock and have no present intention
      of
      paying any dividends on the shares of our common stock. Our current policy
      is to
      retain earnings, if any, for use in our operations and in the development of
      our
      business. Our future dividend policy will be determined from time to time by
      our
      board of directors.




**Recent
      Sales of Unregistered Securities**




During
      the six months ending June 30, 2007, we did not issue any equity securities
      which were not registered under the Securities Act of 1933.




Prior
      to
      the closing of the Share Exchange, FNI had 96,000 stock purchase warrants
      outstanding with note holders (the “Note Holders”). As consideration for price
      adjustments to the Note Holders’ investment documents and as a result of the
      Share Exchange, we issued an additional 96,000 stock purchase warrants to the
      Note Holders. Pursuant to the Share Exchange conversion ratio of 9.25, as of
      January 16, 2008, we had 1,776,000 Note Holder warrants
      outstanding.




Prior
      to
      the closing of the Share Exchange, FNI had 28,161 placement agent warrants
      outstanding. As consideration for agreed adjustments to the original placement
      agent warrants as a result of the Share Exchange, FNI issued an additional
      28,161 placement agent warrants. Pursuant to the Share Exchange conversion
      ratio
      of 9.25, as of January 16, 2008, we had 520,979 placement agent warrants
      outstanding. As part of the New Financing (as defined below), an additional
      571,429 post-Share Exchange placement agent warrants were issued with similar
      terms as the warrants issued to the Purchaser.




In
      connection with the closing of the Share Exchange on October 30, 2007, we issued
      50,394,191 shares of our common stock to the former stockholders of FNI. We
      issued such shares of common stock in reliance upon Section 4(2) of the
      Securities Act of 1933 to “accredited investors” (as that term is defined in
      Regulation D under the Securities Act of 1933).




**ITEM
      6.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**




**Overview**




You
      should read the following discussion of our financial condition and results
      of
      operations together with the audited financial statements and the notes to
      the
      audited financial statements included in this transition report. This discussion
      contains forward-looking statements that reflect our plans, estimates and
      beliefs. Our actual results may differ materially from those anticipated in
      these forward-looking statements.




We
      are
      engaged in the business of in interactive marketing optimization with a primary
      concentration on optimizing client online conversion rates. Our proprietary
      Persuasion Architecture® framework provides clients “blueprints” to plan,
      measure and improve their online sales and marketing efforts. The combination
      of
      the proprietary methodology and related software suite allows clients to convert
      more online traffic into leads, subscriptions and sales thereby improving the
      return on investment related to money spent on marketing. Management believes
      that the Persuasion Architecture® package represents a truly accountable
      solution to three multi-billion dollar industry problems; (i) low customer
      conversion rates, (ii) high costs of customer acquisition, and (iii) poor
      customer retention rates.


13




**Results
      of Operations**




***Six
      Months Ended June 30, 2007 compared to the Six Months Ended June 30,
      2006***




***Revenues
      and Cost of Revenues***




Total
      revenue for the six months ending June 30, 2007 was $1,231,346, as compared
      to
      revenue of $731,233 for the six months ending June 30, 2006, representing an
      increase of $500,113 or 68.4%. The increase in revenues was primarily
      attributable to increased productized consulting revenues.




Cost
      of
      revenues for the six months ending June 30, 2007 were $323,927, as compared
      to
      cost of revenues of $163,228 for the six months ending June 30, 2006,
      representing an increase of $160,699, or 98.5%. Cost of revenues as a percent
      of
      total revenues for the six months ending June 30, 2007 was 26.3%, compared
      with
      22.3% for the six months ending June 30, 2006. Gross margins for the six months
      ending June 30, 2007 were 73.7%, as compared to 77.7% for the six months ending
      June 30, 2006, representing a decrease of 4.9%. The decrease in our gross
      margins was primarily due to increase hiring and training of our consultants as
      well as revisions to our product offerings.




***Operating
      Expenses***




Total
      operating expenses for the six months ending June 30, 2007 were $938,718, as
      compared to total operating expenses of $514,261 for the six months ending
      June
      30, 2006, representing an increase of $424,457 or 82.5%. Our total operating
      expenses were comprised of increased hiring, sales and marketing expenses and
      increase software development expenditures.




General
      and administrative expenses for the year ended June 30, 2007 were $897,731,
      as
      compared to general and administrative expenses of $513,226 for the six months
      ending June 30, 2006, representing an increase of $384,505 or 74.9%. The
      increase of general and administrative expenses during the six months ending
      June 30, 2007 was mainly due to increased hiring of personnel and expanded
      programming costs.




***Other
      Income and Expenses***




During
      the six months ending June 30, 2007 we earned interest of $2,577, compared
      to
      $2,551 of earned interest in the six months ending June 30, 2006. Interest
      expense for the six months ended June 30,20077 was $12,969 versus $30 for the
      same period ending June 30, 2006. We also have recorded $5,132 and $4,295 for
      the amortization of debt discount and deferred offering costs, respectively,
      for
      the six months ended June 30, 2007 versus $0 expense for the same period in
      2006.





In
      the
      six months ending June 30, 2007 we incurred expenses (net of book sales) of
      $2,883 for publishing and book promotion, as compared to expenses (net of book
      sales) of $200,052 for the six months ending June 30, 2007. The publishing
      and
      book promotions for the six months ended June 30, 2006 related to the book
      written by the founders of FNI, Jeffrey and Bryan Eisenberg, released in 2006
      under the title, “Waiting for Your Cat to Bark?”


14




***Net
      Income***




Our
      net
      loss for the six months ending June 30, 2007 was $18,038, as compared to a
      net
      loss of $89,153 for the six months ending June 30, 2006, representing a decrease
      of 71,115 or 79.8%. Net loss as a percentage of total revenues was 1.5% for
      the
      six months ending June 30, 2007, as compared to 12.2% for the six months ending
      June 30, 2006. The decrease in net loss during the six months ending June 30,
      2007 was primarily attributable to the publishing charge to other expenses
      for
      the six months ending June 30, 2006.




**Liquidity
      and Capital Resources**




**Cash
      Provided by Financing Activities**




As
      of the
      period ended June 30, 2007, we raised $625,000 through the issuance of 10.5%
      convertible promissory notes and stock purchase warrants to 16 separate note
      holders. The offering closed on August 15, 2007, and for the period between
      June
      30, 2007 and the closing we raised an additional $50,000 from two existing
      promissory note holders.




The
      convertible promissory notes were issued as part of units. According to the
      original terms, each unit consisted of $50,000 convertible promissory notes
      and
      warrants to purchase 16,000 shares of our common stock at $0.75 per share.
      If
      the promissory note conversion option was elected, each unit would convert
      into
      a minimum of 15,385 shares of our common stock at $3.25 per share.




In
      connection with the Share Exchange, we received additional funding of $2,000,000
      through the issuance of 11% convertible notes and stock purchase warrants (both
      collectively, the “New Financing”). To facilitate the New Financing, the
      existing convertible promissory note holders agreed to the following amendments
      (the “Amendments”) to the terms of their convertible promissory notes and
      warrants:




(1)
            the
                exercise price for the warrants would be at the lower of the (i)
                exercise
                price granted for any warrant issued as part of the New Financing,
                or (ii)
                the 5 trading day average closing price of our common stock from
                the day
                of closing of the Share Exchange;




(2)
            the
                conversion price for the convertible promissory notes would be the
                lower
                of (i) the price per share in certain specified transactions, at
                a 20%
                discount, or (ii) the 5 day average closing price of our common stock
                from
                the day of closing of the Share Exchange, or (iii) the conversion
                price of
                the 11% convertible notes provided for in the New Financing, at a
                20%
                discount; and




(3)
            Section
                1(a) of the registration rights agreement will be amended as follows;
“The
                [existing note holders] agree to amend their piggyback registration
                rights
                such that they allow for any required registration provisions applicable
                to the [New Financing].”




As
      consideration for the Amendments, the existing note holders received additional
      warrant certificates equal to 100% of the current warrants presently in their
      possession priced at the same discounted terms as described in item (1)
      above.




There
      were no changes to the redemption features or principal and interest payment
      features of the convertible promissory notes, which are as follows:




To
      the
      extent that we generate revenues, the existing note holders shall receive
      re-payment of a portion of their investment amount at the end of each
      semi-annual period until they have received their entire investment amount
      plus
      the ten and one-half percent (10.5%) annual coupon. In order to provide for
      such
      redemption, we will place three and one-half percent (3.5%) of the gross
      revenues derived by us into a separate bank account (the “Redemption Funds”).
      The Redemption Funds will be distributed pro-rata among the existing note
      holders within thirty (30) business days after the end of each semi-annual
      measurement period.


15


All
      principal and interest will be due and payable upon the earlier of (i) demand
      made any time after the date that is 36 months from initial issuance of the
      convertible promissory notes, (ii) the date upon which we complete the sale
      of
      common stock (or a comparable security) for aggregate gross proceeds of at
      least
      $2,500,000, or (iii) the closing of an acquisition of our business, and change
      of control, whether by material merger, reorganization, sale of assets or other
      similar material transaction. Should we raise additional capital of $500,000,
      the existing convertible promissory note holders will be entitled to receive
      any
      remaining balance due on the convertible promissory notes including any accrued
      interest.




**Cash
      Flow Used in Operating Activities**




Operating
      activities used cash of $241,272 for the six months ended June 30, 2007, as
      compared to cash used of $73,203 for the six months ending June 30, 2006. The
      increase in cash used for operating activities for the six months ending June
      30, 2007 was primarily a result of a increase in accounts receivable and other
      assets.




**Cash
      Flow Used in Investing Activities**




Investing
      activities used cash of $7,800 for the six months ending June 30, 2007, as
      compared to cash of $7,100 provided for the six months ending June 30, 2006.
      The
      cash used as of June 30, 2007 represented the purchase of computer and other
      office related equipment.




**Capital
      Expenditures**




We
      had no
      material capital expenditures during the six months ended June 30,
      2007.




**Off-Balance
      Sheet Arrangements**




We
      had no
      outstanding derivative financial instruments, off-balance sheet guarantees,
      interest rate swap transactions or foreign currency contracts. We do not engage
      in trading activities involving non-exchange traded contracts.




**Critical
      Accounting Policies**




Our
      discussion and analysis of the financial condition and results of operations
      are
      based upon FNI’s financial statements, which have been prepared in accordance
      with generally accepted accounting principles in the United States (“GAAP”). The
      preparation of these financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of contingent assets and liabilities. We
      believe that the estimates, assumptions and judgments involved in the accounting
      policies described below have the greatest potential impact on our financial
      statements, so we consider these to be our critical accounting policies. Because
      of the uncertainty inherent in these matters, actual results could differ from
      the estimates we use in applying the critical accounting policies. Certain
      of
      these critical accounting policies affect working capital account balances,
      including the policies for revenue recognition, allowance for doubtful accounts,
      inventory reserves and income taxes. These policies require that we make
      estimates in the preparation of FNI’s financial statements as of a given
      date.





Within
      the context of these critical accounting policies, we are not currently aware
      of
      any reasonably likely events or circumstances that would result in materially
      different amounts being reported.


16




**Revenue
      Recognition**




We
      derive
      our revenue from the sale of products and services that we classify into the
      following three categories: (1) professional services, including, custom
& packaged consulting; (2) licensing, and (3) training and product
      sales. We traditionally have sold our services, products and licenses through
      customer referrals. We utilize written contracts as the means to establish
      the
      terms and conditions upon which our products and services are sold to
      customers.




We
      recognize revenue in accordance with the American Institute of Certified Public
      Accountants (“AICPA”) Statement of Position (“SOP”) 97-2, Software Revenue
      Recognition, and related interpretations, SOP 98-9, Modification of SOP 97-2,
      Software Revenue Recognition, With Respect to Certain Transactions, and
      Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No.
      104 — Revenue Recognition. For arrangements outside the scope of SOP 97-2, we
      evaluate if multiple elements can be accounted for separately in accordance
      with
      Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Accounting for Revenue
      Arrangements with Multiple Deliverables.”




***Professional
      service revenues - Custom and Packaged Consulting
      Revenues***




Because
      we provide our applications as services, we follow the provisions of SAB No.
      104, Revenue Recognition, and SOP 97-2, Software Revenue Recognition. We
      recognize revenue when all of the following conditions are met:




·
            there
                is persuasive evidence of an
                arrangement;




·
            the
                service has been provided to the
                customer;




·
            the
                collection of the fees is reasonably assured;
                and




·
            the
                amount of fees to be paid by the customer is fixed or
                determinable.




We
      recognize revenue resulting from professional services sold with licensing
      offerings (generally considered to be at the time of, or within 45 days of,
      sale
      of the licensing offering) over the term of the related professional services
      contract as these services are considered to be inseparable from the licensing
      service, and we have not yet established objective and reliable evidence of
      fair
      value for the undelivered element. Since we cannot allocate a fair value to
      the
      various elements of its contracts based on vendor-specific objective evidence,
      we recognize revenue in accordance with contract accounting under the
      percentage-of-completion method. The professional service component of the
      monthly payment project is recognized as the services are performed. We
      recognize revenues resulting from professional services sold separately from
      the
      licensing services as those professional services are performed.




***Licensing
      and training revenues***




We
      derive
      our licensing revenue from selling software and methodology licenses to
      customers. We do not provide custom software development services or create
      tailored products to sell to specific customers. The software licenses are
      sold
      with certain post-contract services, installation and training. As such, the
      combination of these products and services represent a “multiple-element”
arrangement for revenue recognition purposes. Since we cannot allocate a fair
      value to the various elements of our contracts based on vendor-specific
      objective evidence, we recognize revenue in accordance with contract accounting
      under the percentage-of-completion method.


17




**Product
      and content sales**




We
      derive
      our product and content revenue from book and Internet downloadable product
      sales. Such sales are recognized at the point of sale.




***Deferred
      Revenues***




Deferred
      revenues consist of billings or payments received in advance of revenue
      recognition for our professional services, licensing and training services
      described above and we recognize them as revenue only when the revenue
      recognition criteria are met.




**Long-Lived
      Assets – Including Identified Intangible Assets with Finite
      Lives**




Intangible
      assets with finite lives are amortized using the straight-line method over
      the
      estimated economic lives of the assets, ranging from two to eight years.
 In accordance with SFAS 144, we review long-lived assets to be held and
      used for impairment whenever there is an indication that the carrying amount
      may
      not be recoverable from future estimated cash flows.




This
      standard requires an impairment analysis when indicators of impairment are
      present.  If such indicators are present, the standard indicates that if
      the sum of the future expected cash flows from the asset, undiscounted and
      without interest charges, is less than the carrying value, an asset impairment
      must be recognized in the financial statements.  The amount of the
      impairment is the difference between the fair value of the asset and the
      carrying value of the asset.  We believe that the accounting estimate
      related to an asset impairment is a “critical accounting estimate” because it is
      highly susceptible to change from period to period and requires management
      to
      make assumptions about future cash flows, and because the impact of recognizing
      an impairment could have a significant effect on operating results. Management’s
      assumptions about future cash flows require significant judgment because actual
      operating levels have fluctuated in the past and are expected to continue to
      do
      so in the future.




Intangible
      assets and related amortization associated with certain financings done by
      us
      are reported in deferred offering costs within the Financial Statements and
      are
      being amortized over the related life of the financial instrument. We also
      are
      carrying an investment in an unconsolidated subsidiary at costs (“Investment”)
      as a separate line in the Financial Statements. We have reviewed the most
      current financial information related to the Investment as well as projected
      financial results and have determine that no impairment exists relating to
      the
      Investment as of June 30, 2007. We are carrying this Investment, at cost, in
      the
      amount of $82,000 .





**Debt
      Obligations with Warrants**





Between
      the period of March 2007 and June 30, 2007, pursuant to an investment
      subscription agreement and closing documents (the “Offering”), we offered for
      sale 10.5% convertible promissory notes (the “Notes”), convertible into shares
      of the Company’s common stock. In the Offering we sold units consisting of
      $50,000 in Notes and seven-year warrants to purchase 16,000 shares of our Common
      Stock, at an exercise price of $0.75 per share (the “Warrants”). We issued Notes
      with a face amount of $625,000 and 200,000 Warrants. Under a placement agent
      agreement related to the Offering, we also were obligated to issue placement
      agent warrants (“Placement Warrants”) in the amount of $26,190.


18


In
      accordance with GAAP, we estimated the fair value of the Notes, Warrants and
      Placement Warrants. The initial fair value of the Notes reflected a fair value
      adjustment to the Notes for the estimated fair value of the Warrants issued
      in
      connection with this debt. The estimated fair value of the Warrants at the
      date
      of issuance, using the Black-Scholes valuation method, was $108,395, and has
      been recorded as a debt discount against the face value of the $625,000 Notes.
      This discount is being amortized as interest expense over the three-year term
      of
      the Notes.





The
      initial fair value of the Placement Warrants that we are obligated to issue,
      using the Black Scholes valuation method, was $14,212, and has been recorded
      as
      deferred offering costs on the Financial Statements. The amount is being
      amortized over the three-year term of the Notes.





**Stock-Based
      Compensation**





Stock-based
      compensation is a critical accounting policy for us, due primarily to the
      significant judgment required when estimating the fair value of stock-based
      compensation awards, including the selection of a valuation method (e.g.,
      Black-Scholes) and the underlying assumptions within such valuation (e.g.,
      estimated lives outstanding and volatility).





On
      January 1, 2006 we adopted SFAS 123(R) using the modified-prospective transition
      method. Under this transition method, compensation cost recognized during the
      year ended December 31, 2006 includes: (a) compensation cost for all share-based
      awards granted prior to, but not yet vested as of, January 1, 2006 (including
      awards granted prior to January 1, 2003), based on the grant-date fair values
      and related service periods estimated in accordance with the original provisions
      of SFAS 123 and (b) compensation cost for all share-based awards granted
      subsequent to January 1, 2006, based on the grant-date fair values and related
      service periods estimated in accordance with the provisions of SFAS 123(R).





SFAS
      123(R) clarifies and expands the guidance in SFAS 123 in several areas,
      including measuring fair value and attributing compensation cost to reporting
      periods. Changes prescribed by SFAS 123(R) include a requirement that we
      estimate forfeitures of share-based awards at the date of grant, rather than
      recognizing forfeitures as incurred as permitted by SFAS 123.





The
      fair
      values of restricted share rights are determined using the closing price of
      our
      common stock on the date of grant, while the fair values of stock options and
      stock purchase awards are estimated at the date of grant using the Black-Scholes
      option-pricing model. The fair values of stock appreciation rights are estimated
      at the date of grant using a Monte Carlo simulation for an Asian type award.
      The
      estimated fair values of awards are amortized over the vesting period of the
      applicable award, generally three to five years.





Effective
      July 17, 2007, we adopted the 2007 Stock Option Plan (the “Plan”). Subsequent to
      June 30, 2007, we have issued stock options related to the Plan and will account
      for such options as provided for above.




19




**ITEM
      7.**  **FINANCIAL
      STATEMENTS.**


Report
                  of Independent Registered Public Accounting Firm for the six months
                  ended
                  June 30, 2007
              F-1Consolidated
                  Balance Sheet for the period ended June 30, 2007
              F–2Consolidated
                  Statements of Operations for the six months ended June 30,
                  2007
              F–3Consolidated
                  Statement of Changes in Stockholders’ Equity (Deficit) for the period
                  ended June 30, 2007
              F–4Consolidated
                  Statements of Cash Flows for the six months ended June 30,
                  2007
              F–5Notes
                  to Financial Statements for the six months ended June 30,
                  2007
              F–6





20


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and


Stockholders
      of Future Now, Inc. and Subsidiary




We
      have
      audited the accompanying balance sheet of Future Now, Inc. and Subsidiary as
      of
      June 30, 2007, and the related statements of income, stockholders’ equity, and
      cash flows for the six months then ended. Future Now, Inc and Subsidiary’s
      management is responsible for these financial statements. Our responsibility
      is
      to express an opinion on these financial statements based on our
      audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The company is not required to
      have, nor were we engaged to perform, an audit of its intemal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Future Now, Inc. and Subsidiary
      as
      of June 30, 2007 and the results of its operations and its cash flows for the
      six months then ended in conformity with accounting principles generally
      accepted in the United States of America.


/s/
                  Rosenberg Rich Baker Berman & CompanyBridgewater,
                  NJJanuary
                  28, 2008




F-1


**Future
        Now, Inc. and the Subsidiary** **Consolidated
          Balance Sheet**
 **for
          the Period Ended June 30, 2007**


**ASSETS****CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              
              $
              640,041Accounts
                  receivable, net
              
              
              322,442Income
                  tax receivable
              
              
              7,481**TOTAL
                  CURRENT ASSETS**
              
              
              969,964Fixed
                  assets, net
              
              
              5,300Investment
                  in unconsolidated subsidiary, at cost
              
              
              82,000Deferred
                  offering costs
              
              
              73,013Deferred
                  tax asset
              
              
              68,294Other
                  assets
              
              
              2,731**TOTAL
                  ASSETS**
              
              $
              1,201,302**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued expenses
              
              $
              212,189Deferred
                  revenue
              
              
              27,600TOTAL
                  CURRENT LIABILITIES
              
              
              239,789Deferred
                  licensing fees
              
              
              33,334Convertible
                  debentures, net of discount
              
              
              537,758TOTAL
                  LIABILITIES
              
              
              810,881**STOCKHOLDERS'
                  EQUITY:**Preferred
                  stock, $.001 par value, 5,000,000 shares authorized, none issued
                  and
                  outstanding
              
              
              –Subscription
                  receivable
              
              
              (800
              )Common
                  stock, $.001 par value, 10,000,000 shares authorized, 4,800,000
                  shares
                  issued and outstanding
              
              
              4,800Additional
                  paid-in capital
              
              
              324,700Retained
                  earnings
              
              
              61,721TOTAL
                  STOCKHOLDERS’ EQUITY
              
              
              390,421TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,201,302


**See
        Accompanying Notes to Audited Consolidated Financial
        Statements**


F-2




**Future
        Now, Inc. and the Subsidiary**


**Consolidated
      Statements of Operations**


**for
      the Six Months Ended June 30, 2007**




**Six Months Ended June 30,****2007**
              **(Audited)**
            
            **2006**
              **(Unaudited)****Revenues:**Custom
                Consulting
            
            $
            510,411
            
            $
            408,472Productized
                consulting
            
            
            518,387
            
            
            194,935Licensing
                and training
            
            
            187,210
            
            
            127,826Product
                and content sales
            
            
            15,338
            
            
            0**Total
                Revenues**
            
            $
            1,231,346
            
            $
            731,233**Cost
                of Revenues**
            
            
            323,927
            
            
            163,228**Gross
                Profit**
            
            
            907,419
            
            
            568,005**Operating
                expenses:**Marketing
                and sales
            
            
            40,987
            
            
            1,035General
                and administrative
            
            
            897,731
            
            
            513,226**Total
                operating expenses**
            
            
            938,718
            
            
            514,261**Net
                operating income (loss)**
            
            
            (31,299
            )
            
            53,744**Other
                (income) expenses**Interest
                (income) expense
            
            
            19,820
            
            
            (2,521
            )Other
                expense
            
            
            3,360
            
            
            1,612Publishing
                and book promotion(net of sales)
            
            
            2,883
            
            
            200,052**Total
                other expenses**
            
            
            26,063
            
            
            199,143**Loss
                before taxes**
            
            
            (57,362
            )
            
            (145,399
            )**Income
                tax benefit**
            
            
            39,324
            
            
            56,246**Net
                loss**
            
            $
            (18,038
            )
            $
            (89,153
            )




**See
      Accompanying Notes to Audited Consolidated Financial
      Statements**


F-3


**Future
      Now, Inc. and the Subsidiary**


**Consolidated
      Statement of Changes in Stockholders’ Equity (Deficit)**


**for
      the Period Ended June 30, 2007**


**Preferred Stock**
              
              **Common**
              
              **Paid-In**
              
              **Sub**
              
              **Retained**
                **Earnings**
              
              **Stockholders'**
                **Equity****Shares**
              
              **Par Value**
              
              **Shares**
              
              **Par Value**
              
              **Capital**
              
              **Rec'd**
              
              **(Deficit)**
              
              **Deficit)**Balance,
                  December 31, 2006
              
              
              0
              
              
              –
              
              
              4,800,000
              
              $
              4,800
              
              $
              218,114
              
              $
              (800
              )
              $
              79,759
              
              $
              301,873Net
                  Loss for Period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,038
              )
              
              (18,038
              )Warrants
                  issued for deferred offering costs
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              14,212
              
              
              
              
              
              
              
              
              14,212Warrants
                  issued for debt discount in convertible debt offering
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              92,374
              
              
              
              
              
              
              
              
              92,374Balance,
                  June 30, 2007
              
              
              0
              
              
              –
              
              
              4,800,000
              
              $
              4,800
              
              $
              324,700
              
              $
              (800
              )
              $
              61,721
              
              $
              390,421




**See
      Accompanying Notes to Audited Consolidated Financial
      Statements**


F-4




**Future
        Now, Inc. and the Subsidiary**
 **Consolidated
        Statements of Cash Flows**


**for
      the Six Months ended June 30, 2007**




**Six Months Ended June 30,****2007**
              **Audited**
            
            **2006**
              **(Unaudited)****CASH
                FLOWS FROM OPERATING ACTIVITIES:****Net
                Income (Loss)**
            
            $
            (18,038
            )
            $
            (89,152
            )**Adjustments
                to reconcile net income (loss) to cash used in operating
                activities:**Change
                in deferred tax asset
            
            
            (39,945
            )
            
            (58,159
            )Provision
                for doubtful accounts
            
            
            42,500
            
            
            –Minority
                interest in subsidiaries
            
            
            –
            
            
            (24,999
            )Depreciation
            
            
            2,500Amortization
                of debt discount
            
            
            5,132
            
            
            –Amortization
                of deferred offering costs
            
            
            4,295
            
            
            –**Change
                in operating assets and liabilities:**Accounts
                receivable
            
            
            (260,942
            )
            
            (102,644
            )Other
                assets
            
            
            (141,667
            )
            
            37,479Income
                tax receivables/payable
            
            
            5,772
            
            
            (8,640
            )Accounts
                payable and accrued expenses
            
            
            159,310
            
            
            148,128Deferred
                revenue
            
            
            (89
            )
            
            24,834Security
                deposit
            
            
            (100
            )
            
            (50
            )**Net
                cash provided by (used in) operating activities**
            
            **$**
            **(241,272**
            **)**
            **$**
            **(73,203**
            **)****CASH
                FLOW FROM INVESTING ACTIVITIES:**Proceeds
                from note receivable
            
            
            –
            
            
            7,100Purchase
                of fixed assets
            
            
            (7,800
            )**Net
                cash provided by (used in) investing activities**
            
            **$**
            **(7,800**
            **)**
            **$**
            **7,100****CASH
                FLOW FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of convertible debentures
            
            
            625,000
            
            
            –**Net
                cash provided by financing activities**
            
            $
            625,000
            
            $
            –**NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            375,927
            
            
            (66,103
            )**CASH
                AND CASH EQUIVALENTS at beginning of period**
            
            
            264,113
            
            
            311,967**CASH
                AND CASH EQUIVALENTS at end of period**
            
            **$**
            **640,041**
            
            **$**
            **245,864**Supplemental
                disclosure of cash flow informationCash
                paid for:Interest
            
            
            –
            
            
            –Income
                Taxes
            
            
            869
            
            
            11,450Supplemental
                schedule of non-cash investing and financing
                activitiesDeferred
                offering warrant costs
            
            
            14,212
            
            
            –Debt
                discount on convertible notes
            
            
            92,374
            
            
            –


**See
        Accompanying Notes to Audited Consolidated Financial
        Statements**
  F-5




**FUTURE
        NOW, INC. and SUBSIDIARY**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**


**Note
      1. The Company and Nature of Business**




Future
      Now, Inc. (the “Company”), formed in 1997, is a widely recognized authority on
      optimizing online conversion rates, converting more online traffic into leads,
      subscriptions and sales. The Company’s proprietary Persuasion Architecture
      framework and supporting software suite (collectively, referred to as “MAP
      Tools”) provides clients “blueprints” to plan, measure and improve their online
      sales and marketing efforts. The Company believes that its MAP Tools represents
      a truly accountable solution to three multi-billion dollar
      problems;




1.
              Low
                  customer conversion rates;




2.
              High
                  costs of customer acquisition;
                  and




3.
              Poor
                  customer retention rates.




Through
      a
      rights contribution, technical cooperation and non-compete agreement (the
“Rights Agreement”) dated as of October 3, 2003, the Company contributed its MAP
      Tools to its then majority owned subsidiary, Intellectual Property Licensing
      Group, Inc. (formerly, Persuasion Architecture, Inc.) in return for 3,250,000
      shares of IPLG. Through the Rights Agreement, the Company assigned and
      transferred to IPLG all right, title and interest in any patent rights.
      Technology, improvement patent and all intellectual property rights related
      to
      MAP Tools (all collectively, “Intellectual Property”). The Company intends to
      maintain all its Intellectual Property in IPLG and licensing and perform
      training through IPLG.




On
      December 29, 2006, the Company completed a share exchange (the “Share Exchange”)
      with IPLG whereby an additional 800,000 of the Company’s Common Stock was issued
      and allocated proportionately to the then existing stockholders of IPLG. As
      a
      result of the transaction, IPLG became a 100% owned subsidiary. IPLG holds
      the
      intellectual property rights to MAP Tools and will hold further intellectual
      property improvements and new developments. It is the intention of the Company
      to handle all its licensing related activities out of IPLG.




**Note
      2. Summary of Significant Accounting Policies**




***Use
      of Estimates***




The
      consolidated financial statements of the Company have been prepared using
      accounting principles generally accepted in the United States of America. These
      principles require management to make estimates and assumptions that affect
      the
      reported amounts of assets and liabilities, the disclosure of contingent assets
      and liabilities, and reported amounts of revenue and expenses. Actual results
      could differ from those estimates.




***Principles
      of Consolidation***




The
      consolidated financial statements include the accounts of Future Now, Inc.
      and
      its wholly owned subsidiary IPLG. All inter-company balances and transactions
      have been eliminated in the consolidated financial statements.




F-6




**FUTURE
        NOW, INC. and SUBSIDIARY**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**




***Concentration
      of Risk***




The
      Company’s financial instruments that are exposed to concentrations of credit
      risk consist primarily of cash and cash equivalents, short-term marketable
      securities, long-term investments and trade accounts receivable. Although the
      Company deposits its cash with multiple financial institutions, its deposits,
      at
      times, may exceed federally insured limits.




***Property
      and Equipment***




Property
      and equipment consists of office equipment and is stated at cost ($7,800) less
      accumulated depreciation ($2,500). Depreciation is determined by using the
      straight-line method over the estimated useful lives of the related assets,
      generally two to five years *.*




***Revenue
      Recognition***




The
      Company derives its revenue from the sale of products and services that it
      classifies into the following three categories: (1) professional services,
      including, custom & packaged consulting; (2) licensing, and
      (3) training and product sales. The Company has traditionally sold its
      services, products and licenses through customer referrals. The Company utilizes
      written contracts as the means to establish the terms and conditions upon which
      its products and services are sold to customers.




The
      Company recognizes revenue in accordance with the American Institute of
      Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 97-2,
      Software Revenue Recognition , and related interpretations, SOP 98-9,
      Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
      Transactions, and Securities and Exchange Commission (“SEC”) Staff Accounting
      Bulletin (“SAB”) No. 104 — Revenue Recognition . For arrangements outside the
      scope of SOP 97-2, the Company evaluates if multiple elements can be accounted
      for separately in accordance with Emerging Issues Task Force (“EITF”) Issue No.
      00-21, Accounting for Revenue Arrangements with Multiple
      Deliverables.




**Professional
      service revenues - Custom and Packaged Consulting
      Revenues**




Because
      the Company provides its applications as services, it follows the provisions
      of
      SAB No. 104, Revenue Recognition, and SOP 97-2, Software Revenue Recognition.
      The Company recognizes revenue when all of the following conditions are
      met:




§
            there
                is persuasive evidence of an
                arrangement;




§
            the
                service has been provided to the
                customer;




§
            the
                collection of the fees is reasonably assured;
                and




§
            the
                amount of fees to be paid by the customer is fixed or
                determinable.




The
      Company recognizes revenue resulting from professional services sold with
      licensing offerings (generally considered to be at the time of, or within 45
      days of, sale of the licensing offering) over the term of the related
      professional services contract as these services are considered to be
      inseparable from the licensing service, and the Company has not yet established
      objective and reliable evidence of fair value for the undelivered element.
      Since
      the Company cannot allocate a fair value to the various elements of its
      contracts based on vendor-specific objective evidence, the Company recognizes
      revenue in accordance with contract accounting under the
      percentage-of-completion method. The professional service component of the
      monthly payment project is recognized as the services are performed. The Company
      recognizes revenues resulting from professional services sold separately from
      the licensing services as those professional services are performed.




F-7




**FUTURE
        NOW, INC. and SUBSIDIARY**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**




**Licensing
      and training revenues**




The
      Company derives its licensing revenue from selling software and methodology
      licenses to customers. The Company does not provide custom software development
      services or create tailored products to sell to specific customers. The software
      licenses are sold with certain post-contract services, installation and
      training. As such, the combination of these products and services represent
      a
“multiple-element” arrangement for revenue recognition purposes. Since the
      Company cannot allocate a fair value to the various elements of its contracts
      based on vendor-specific objective evidence, the Company recognizes revenue
      in
      accordance with contract accounting under the percentage-of-completion
      method.




**Product
      and content sales**




The
      Company derives its product and content revenue from book and Internet
      downloadable product sales. Such sales are recognized at the point of
      sale.




***Cash
      and Cash Equivalents***




The
      Company considers all highly liquid investments with original maturities of
      three months or less to be cash and cash equivalents. Cash and cash equivalents
      are comprised of money market funds. The carrying amounts approximate fair
      value
      due to the short maturities of these instruments.




***Accounts
      Receivable***




The
      Company’s accounts receivable are derived from a large number of direct
      customers. Collateral is not required for accounts receivable. The Company
      maintains an allowance for potential credit losses as considered necessary.
      At
      June 30, 2007, the allowance for potential credit losses was $50,000. The
      Company performs ongoing reviews of all customers that have breached their
      payment terms or for whom information has become available indicating a risk
      of
      non-recoverability. The Company records an allowance for bad debts for specific
      customers identified as well as an allowance based on its historical collection
      experience. The Company’s evaluation of the allowance for potential credit
      losses requires the use of estimates and the actual results may differ from
      these estimates.




F-8


**FUTURE
        NOW, INC. and SUBSIDIARY**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**




***Deferred
      Revenues***




Deferred
      revenues consist of billings or payments received in advance of revenue
      recognition for the Company’s professional services, licensing and training
      services described above and the Company recognizes them as revenue only when
      the revenue recognition criteria are met.




***Software
      Development Costs***




Costs
      incurred in the research and development of new software products and
      enhancements to existing software products are expensed as incurred until
      technological feasibility has been established. The Company determines
      technological feasibility when a working model has been completed. After
      technological feasibility is established, any additional costs are capitalized
      in accordance with SFAS No. 86, Accounting for the Costs of Computer Software
      to
      Be Sold, Leased or Otherwise Marketed, until the product is available for
      general release. The Company has not capitalized any software development costs
      because technological feasibility has not been established for software being
      developed during the period ended June 30, 2007.




***Cost
      of Revenues***




The
      Company’s cost of revenues primarily consists of personnel associated with the
      Company’s professional services as well as network operations.




***Income
      Taxes***




The
      Company provides for income taxes using the asset and liability method. Under
      this method, current income tax expense or benefit is the amount of income
      taxes
      expected to be payable or refundable for the current year. A deferred income
      tax
      asset or liability is computed for the expected future impact of differences
      between the financial reporting and tax bases of assets and liabilities and
      for
      the expected future tax benefit to be derived from tax credit and loss
      carry-forwards. Deferred tax assets are reduced by a valuation allowance when,
      in the opinion of management, it is more likely than not that some portion
      or
      all of the deferred tax assets will not be realized. The ultimate realization
      of
      future income tax assets is dependent upon the generation of sufficient future
      taxable income during the period in which the deferred tax assets are
      recoverable. Management assesses the likelihood that the deferred tax assets
      will be recovered from future taxable income and whether a valuation allowance
      is required to reflect any uncertainty. Management has determined that no such
      valuation allowance was necessary as of June 30, 2007. Realization is dependent
      on generating sufficient taxable income prior to expiration of the loss
      carry-forwards. Although realization is not assured, management believes it
      is
      more likely than not that all of the deferred tax asset will be realized. The
      amount of the deferred tax asset considered realizable, however, could be
      reduced in the near term if estimates of future taxable income during the
      carry-forward period are reduced. Tax rate changes are reflected in the
      computation of the income tax provision during the period such changes are
      enacted.




F-9




**FUTURE
        NOW, INC. and SUBSIDIARY**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**




***Fair
      Value of Financial Instruments***




The
      carrying amounts reported in the consolidated balance sheets for cash, accounts
      receivable, income tax receivable, accounts payable and accrued expenses
      approximate their fair values due to the short term maturities of these
      financial instruments.




The
      fair
      value of the Company’s debt obligations approximates its carrying value as it is
      based on or about the current rates offered to the company for debt of the
      same
      maturities with similar collateral.




***Recent
      Accounting Pronouncements***




In
      December 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
      2007), *Business
      Combinations* ,
      which
      replaces SFAS No 141. The statement retains the purchase method of accounting
      for acquisitions, but requires a number of changes, including changes in the
      way
      assets and liabilities are recognized in the purchase accounting. It also
      changes the recognition of assets acquired and liabilities assumed arising
      from
      contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. SFAS No. 141R is effective for us beginning July 1,
      2009 and will apply prospectively to business combinations completed on or
      after
      that date.




In
      July
      2006, the FASB issued FASB Interpretation No. 48 (“FIN No. 48”), Accounting for
      Uncertainty in Income Taxes, which prescribes a recognition threshold and
      measurement process for recording in the financial statements uncertain tax
      positions taken or expected to be taken in a tax return. Additionally, FIN
      No.
      48 provides guidance on the recognition, classification, accounting in interim
      periods and disclosure requirements for uncertain tax positions. The accounting
      provisions of FIN No. 48 became effective for the Company beginning January
      1,
      2007. The Company is in the process of determining the effect, if any, the
      adoption of FIN No. 48 will have on its financial statements.




In
      September 2006, the FASB issued SFAS No. 157 (“SFAS No. 157”), Fair Value
      Measurements, which defines fair value, establishes a framework for measuring
      fair value and requires additional disclosures about fair value measurements.
      The accounting provisions of SFAS No. 157 will be effective for the Company
      beginning January 1, 2008. The Company is in the process of determining the
      effect, if any, the adoption of SFAS No. 157 will have on its financial
      statements.




**Note
      3. Investment in Unconsolidated Subsidiary**




***Alkemi
      International Pty Ltd Investment & Limited Term Licensing
      Agreement***




On
      June
      13, 2007, the Company entered in a licensing agreement, a stockholders agreement
      and a call option deed (all collectively, the “AIPL Agreements”) with Alkemi
      International Pty Ltd (“AIPL”). Under the AIPL Agreements, AIPL received a
      limited term exclusive licensing agreement (17 months) to resell and deliver
      the
      intellectual property of the Company in the Australian and New Zealand
      Territories and the Company would have a right to covert any monies owed per
      the
      Agreements from AIPL to ownership position in AIPL. On July 23, 2007, the
      Company delivered to AIPL notice to issue shares that totaled the outstanding
      balance due from AIPL as of June 13, 2007 to equity in AIPL (then amount was
      $82,000). A valuation opinion was obtained whereby the value of AIPL was set
      at
      $959,300 AUD (exchange rate 1.18619 or US$808,724) and as such the Company
      received an amount equal to $97,268 AUD or 159,897 shares of AIPL. The Company
      will continue to accrue monies owed from AIPL until a total of US$62,629 is
      due
      from AIPL. At such a time the amount will automatically be converted into
      additional shares of AIPL and the total ownership percentage at that time of
      AIPL by the Company will equal 15% of AIPL. Payments to the Company will then
      commence based upon the licensing agreement. The original agreement with AIPL
      began in 2004. This investment is being accounted for under the cost
      method.




F-10




**FUTURE
      NOW, INC. and SUBSIDIARY** **NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS** **AS
      OF JUNE 30, 2007 (cont’d)**




**Note
      4. Private Placement**




In
      the
      first quarter of 2007, pursuant to an investment subscription agreement and
      closing documents (the “Offering”), the Company offered for sale 10.5%
      convertible promissory notes (the “Notes”), convertible into shares of the
      Company’s common stock. In the offering the Company sold units consisting of
      $50,000 in Notes and seven-year warrants to purchase 16,000 shares of the
      Company’s Common Stock, at an exercise price of $0.75 per share (the
“Warrants”).




The
      Notes
      shall be redeemed at the earlier of either (i) repayment from the sales
      escrow redemption feature (the “Redemption Feature”) or; (ii) three years
      from the date of issuance or; (iii) a financing transaction of at least
      $2,500,000 (the “Qualified Financing”), or (iv) the closing of a material
      acquisition of the Company, whether by merger, recapitalization, sale of assets
      or other similar material transaction (an “Acquisition”). At the Note holder’s
      option, all, or a portion of, the principal and accrued interest on the Notes
      may be converted into shares of the Company’s Common Stock along with a
      Qualified Financing or Acquisition. The number of shares into which the Notes
      are convertible will equal the quotient of the converted principal and interest
      divided by the lower of: (i) the price per share issued in a Qualified
      Financing or Acquisition, at a 20% discount, or (ii) $3.25. If the holder
      elects the conversion option the minimum number of shares each Unit will convert
      into is 15,385 shares of the Company’s Common Stock. As additional protection
      against repayment of the Notes, under the Redemption Feature, the Company will
      escrow three and one-half (3.5%) of its gross revenues in a separate bank
      account and pay-down the Notes, on a semi-annual basis, until such a time that
      the total principal has been repaid. Unless the Notes are fully paid off, the
      first payment under the Redemption Feature will be due within thirty(30) days
      of
      the first anniversary of the Notes and then on a semi-annual basis thereafter.
      The Company closed on $625,000 in face value of Notes prior to June 30, 2007.
      Prior to the Offering being closed on August 15, 2007, the Company closed on
      an
      additional $50,000 in face value of Notes.




In
      connection with the issuance of the Notes, the Company issued an aggregate
      of
      200,000 warrants. The fair value of the warrants were recorded as a debt
      discount in the amount of $92,374 based on their relative fair value to the
      total proceeds, which has been netted against the Notes on the Balance Sheet.
      The debt discount is being amortized over the life of the Notes. For the six
      months ended June 30, 2007, the Company recorded $5,132 in amortization expense
      for the debt discount. The unamortized balance of the debt discount as of June
      30, 2007 was $87,242.




Along
      with the Offering, the Company has recorded deferred offering costs of $77,308
      on the Balance Sheet. The amount consisted of $63,096 of cash expenditures
      as
      well as $14,212 equity costs related to the issuance of placement agent warrants
      to SIG. The Company is amortizing the offering costs over a three-year period
      and recorded amortization of $4,295 for the six months ended June 30,
      2007.




F-11




**FUTURE
      NOW, INC. and SUBSIDIARY**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF JUNE 30, 2007 (cont’d)**




**Note
      5. Stockholders’ Equity**




***Common
      Stock***




The
      Company is authorized to issue up to 10,000,000 shares of common stock and
      5,000,000 shares of preferred stock both with par value of $0.001. The Company
      had 4,800,000 shares of common stock issued and outstanding as of June 30,
      2007.
      As part of the Share Exchange the Company entered into an Escrow Agreement
      (the
“Escrow Agreement”) with John Quarto-von Tivadar, its Chief Scientist whereby
      209,216 shares of common stock were reserved for future issuance based upon
      certain annualized gross revenue achievements or a specified time period with
      the first time period of one year from the issuance date. As of June 30, 2007
      no
      shares have been released under the Escrow Agreement.




***Share
      Exchange between the Company and IPLG***




On
      December 29, 2006, the Company completed the Share Exchange with its
      majority-owned subsidiary, IPLG and all the existing stockholders of IPLG.
      As
      part of the Share Exchange the stockholders of IPLG received on a pro-rata
      basis
      a total of 800,000 shares of the Company’s Common Stock for 100% of their IPLG
      Common or Preferred Stock then outstanding. As a result IPLG became a 100%
      owned
      subsidiary of the Company. As part of the Share Exchange the Company also
      entered into the Escrow Agreement description above.




***Warrants***




In
      connection with the Private Placement discussed in Note 4, the Company issued
      184,000 stock purchase warrants with an exercise price of $0.75. Additionally,
      the Company was obligated to issued 26,190 placement agent stock purchase
      warrants to the placement agent on the Private Placement. These warrants will
      expire seven years from issuance and carry a $0.75 exercise price. Both sets
      of
      warrants can be exercised through a net settlement in shares of the Company’s
      common stock.




The
      following table sets forth the Company’s common stock warrant activity
      as of June 30, 2007:


**Warrants**
                **Outstanding**
              
              **Weighted Average**
                **Exercise Prices**
              
              **Weighted Average**
                **Remaining**
                **Contractual Term**
                **(years)**Balance
                  at December 31, 2006
              
              
              0
              
              $
              0.00Issued
                  or obligated to be issued
              
              
              210,190
              
              
              0.75Exercised
              
              
              0
              
              
              0.00Expired
              
              
              0
              
              
              0.00Balance
                  at June 30, 2007
              
              
              210,190
              
              
              0.75
              
              
              7.0Vested
                  and expected to vest at June 30, 2007
              
              
              210,190
              
              
              0.75
              
              
              7.0Exercisable
                  at June 30, 2007
              
              
              210,190
              
              
              0.75
              
              
              7.0




No
      stock-based compensation expense related to warrants during the six months
      ended
      June 30, 2007 was recorded.




F-12




**FUTURE
      NOW, INC. and SUBSIDIARY**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF JUNE 30, 2007 (cont’d)**




**Note
      6. Income Taxes**




Income
      before income taxes consisted of the following:




**Six
                Months Ended**
              **June
                30,****2007**
            
            **2006**Loss
                before income taxes
            
            $
            (57,362
            )
            $
            (145,399
            )





The
      components of the (provision) benefit for income taxes are as
      follows:




**Six
                Months Ended**
              **June
                30,****2006**
            
            **2005****Current**Federal
            
            
            –
            
            
            –State
            
            
            (300
            )
            
            (975
            )Local
                and franchise
            
            
            (321
            )
            
            (938
            )Total
                current tax provision
            
            
            (621
            )
            
            (1,913
            )**Deferred**Federal
            
            
            34,952
            
            
            50,889State
            
            
            4,993
            
            
            7,270Local
                and franchise
            
            
            –
            
            
            –Total
                deferred tax benefit
            
            
            39,945
            
            
            58,159Total
                tax benefit
            
            $
            39,324
            
            $
            56,246








**June
                30,**
              **2007****Temporary
                differences:**Deferred
                Tax Assets:Net
                operating loss carry-forward
            
            
            45,918Allowance
                for doubtful accounts
            
            
            22,375Less:
                valuation allowance
            
            
            –Net
                deferred tax assets
            
            
            68,293





The
      Company had federal net operating loss carry forwards of approximately $128,768
      as of June 30, 2007. The Company had state net operating loss carry forwards
      of
      approximately $124,434 as of June 30, 2007. The tax loss carry forwards are
      available to offset future taxable income with the federal and state carry
      forwards beginning to expire in 2019.




F-13




**FUTURE
      NOW, INC. and SUBSIDIARY**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS** **AS
      OF JUNE 30, 2007 (cont’d)**




In
      2007,
      net deferred tax assets increased by $39,945 primarily due to additional loss
      carry-forwards in 2007. The realization of the tax benefits is subject to the
      sufficiency of taxable income in future years. The combined deferred tax assets
      represent the amounts expected to be realized before expiration.




The
      Company periodically assesses the likelihood that it will be able to recover
      its
      deferred tax assets. The Company considers all available evidence, both positive
      and negative, including historical levels of income, expectations and risks
      associated with estimates of future taxable income and ongoing prudent and
      feasible profits. As a result of this analysis of all available evidence, both
      positive and negative, the Company concluded that it is more likely than not
      that its net deferred tax assets will ultimately be recovered and, accordingly,
      no valuation allowance was recorded as of June 30, 2007.




The
      difference between the expected income tax (expense) benefit and the actual
      tax
      (expense) benefit computed by using the Federal statutory rate of 35% is as
      follows:




******Six Months Ended June 30,****2007**
            
            **2006**Expected
                income tax benefit at statutory rate of 35%
            
            $
            20,077
            
            $
            50,889State
                and local tax benefit, net of federal
            
            
            8,891
            
            
            10,625**Other:**Meals
                & Entertainment
            
            
            (4,519
            )
            
            (5,268
            )Other
            
            
            14,875
            
            
            –Income
                tax benefit
            
            $
            39,324
            
            $
            56,246




**Note
      7. Commitments and Contingenciesx**




The
      Company leases its office facility on a month-to-month basis and has no other
      lease arrangements. The office facility lease includes a five-month notification
      clause to the landlord if the Company intends to vacate the property. On
      September 5, 2007, the Company notified the landlord that it will be vacating
      the property on or before January 31, 2008. Rent expense under the facility
      lease arrangements totaled $27,243 and $26,925 for the years ended June 30,
      2007
      and 2006.




F-14




**FUTURE
      NOW, INC. and SUBSIDIARY**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF JUNE 30, 2007 (cont’d)**




**Note
      8. Related Party Transaction and Arrangements**




***Eisenberg
      Holdings, LLC (“EHI”)***




EHI
      was
      established on September 22, 2003, and is presently owned 40% by Jeffrey
      Eisenberg, the CEO of the Company, 40% by Bryan Eisenberg, the Executive Vice
      President of the Company (both collectively, the “Eisenbergs”), and 10% by
      Esther Eisenberg. As of June 30, 2007 EHI held 3,965,609 Common Shares of the
      Company that equates to an 82.6% basic, and 79.2% fully diluted ownership in
      the
      Company. EHI operates as a holding company for the Eisenberg’s investment
      portfolio as well as an operating entity for individual speaking and other
      publishing activities of the Eisenbergs. Along with the release of the
      Eisenbergs book, “Waiting for your Cat to Bark?” in 2006, the Company has
      recorded a non-recurring publishing and book promotion expense, net of book
      sales in the amount of $2,883 and $200,052 in other (income) expense for the
      six
      months ended June 30, 2007, and 2006 respectively.




***Fintech
      Group LLC (“FTG”)***




Pursuant
      to a service agreement dated 2/1/2005 (“Consulting Agreement”), as amended on
      April 26, 2006 (“Addendum I”), the Company entered into a financial services
      consulting agreement with FTG that included the payment of $5,000 per month
      for
      tax, accounting and other financial services and certain travel related
      expenses. FTG is owned by the chief financial officer of the Company. The
      Addendum I agreement cannot be terminated for the first year and then may be
      terminated by the Company or FTG with ninety days (90) notice. As of June 30,
      2007, FTG was also the beneficial owner of 18,929 shares of the Company’s Common
      Stock. For the six months ended June 30, 2007 and 2006, under this agreement
      the
      Company paid $30,000, and $28,950 respectively. As part of the closing
      conditions of the Reverse Merger described in Note 9, the Company terminated
      the
      Consulting Agreement.




***Future
      Now Capital Markets Group, Inc.(“FNCMGI”)***




Pursuant
      to a strategic advisory agreement (“Structuring Agreement”) dated April 26,
      2006, as amended on November 24, 2006, the Company entered into a consulting
      and
      financial structuring agreement with FNCMGI that included the payment of $5,000
      per month for general investment banking services as part of the Company’s
      capital markets efforts. FNCMGI is 50% owned by the chief financial officer
      and
      50% owned by Eisenberg Holdings, LLC. On May 1, 2007, the agreement was extended
      by the Company for an additional year. For the six months ended June 30, 2007
      and 2006, the Company paid $30,000, and $1,395. As part of the closing
      conditions of the Reverse Merger described in Note 9, the Company terminated
      the
      Structuring Agreement.




FNCMGI
      also held a non-exclusive license (“License Agreement”) to the Company’s MAP
      Tools. The License Agreement was signed between FNCMGI and IPLG on February
      1,
      2005, and amended on June 30, 2007 (“Amendment”). Upon the initial execution of
      the License Agreement FNCMGI paid $50,000 for the license rights. The Company
      has been accreting into income the license fee over the life of the license
      (seven years). In connection with the Amendment, FNI has the right to terminate
      the Licensing Agreement and repay the $50,000 initially paid by FNCMGI. As
      part
      of the closing conditions of the Reverse Merger described in Note 9, the Company
      terminated the Licensing Agreement.




F-15




**FUTURE
      NOW, INC. and SUBSIDIARY**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF JUNE 30, 2007 (cont’d)**




**Note
      9. Subsequent Events**




***Adoption
      of Stock Option Plan***




On
      July
      18, 2007, through written consent in lieu of a special meeting of the
      stockholders and the Board of Directors (the “Board”) of the Company, the 2007
      stock incentive plan was adopted (the “Plan”). The Plan provides a maximum
      number of the Company’s common stock that may be issued there under, which
      amount shall be equal to no more than 20% of the outstanding common stock of
      the
      Company, determined on the first trading day of each fiscal year; and in the
      event of a merger or consolidation of the Company with another entity, the
      Board
      shall take all appropriate measures to ensure that the Plan shall be retained,
      recognized and implemented by the surviving corporation. Any stock or options
      granted under the plan shall be converted into stock of, or options to purchase
      stock of the surviving corporation. On July 18, 2007, the Board granted 577,000
      options under the Plan to key employees and affiliated personnel (both, the
      “Grantees”). The options granted had an exercise price of $0.45 and were
      immediately vested. Effective as of August 23, 2007, the Grantees further agreed
      in writing that the exercise price would reset to the price of the stock on
      the
      day the above Reverse Merger was completed. As consideration for this
      adjustment, the Company will grant the Grantees additional options that
      represent 25% of the Grantees original option grants with the same terms and
      conditions.




***Option,
      Warrant Exercises and Note Conversion***




On
      October 22, 2007, two Grantees exercise their stock options to purchase 255,556
      shares of common stock of the Company. As part of this exercise, the company
      received $120,000 worth of additional capital. Also related to the exercise,
      William Schloth, the Company’s Chief Financial Officer, and Howard Kaplan, the
      Company’s Chief Operating Officer, executed promissory notes in the amount of
      $75,000 and $25,000, respectively.




During
      October 2007, certain holders of the Company’s convertible debentures (the “Note
      Holders’), exercised the warrant certificates. The Note Holders received 120,000
      common shares in the Company related to this exercise and the Company received
      $90,000 in additional capital. During this same period, one Note Holder
      converted his complete debenture in the amount of $200,000 in principal and
      $3,284 in accrued interest. Along with debenture conversion the Note Holder
      received 62,549 shares of Common Stock of the Company.




***Reverse
      Merger***




On
      October 30, 2006, the Company completed a reverse merger transaction (the
“Reverse Merger”) with Future Now Group, Inc. (“FNGI”), a publicly traded
      company listed on the over-the-counter bulletin board market under the symbol
      “FUTR”). In accordance with the closing of the Reverse Merger, FNGI issued
      50,394,190 common shares to the stockholders, in exchange for the acquisition
      of
      all of the 5,448,021 issued and outstanding common shares of Future Now, on
      the
      basis of 9.25 common shares of FNGI for every one common share of the Company’s
      stock. As a result of the exchange of the Company’s stock in exchange for FNGI’s
      stock, the Company became a wholly owned subsidiary of FNGI and existing
      management of the Company took control of all operations of FNGI and the Board
      of Directors. Mr. Gordon Samson, the former President of FNGI resigned, and
      a
      new Board was elected which consists of Jeffrey and Bryan Eisenberg, and William
      Schloth.




F-16




**ITEM
              8.**
            **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
              8B.**
            **OTHER
                INFORMATION.**




None.




21




**PART
      III**




**ITEM
              9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
                ACT.**




Our
      executive officers and directors and their respective ages and positions as
      of
      the date of this prospectus are listed below.




**Name**
            **Age**
            **Position
                Held with our Company**Jeffrey
                Eisenberg
            42
            Director,
                Chief Executive Officer and PresidentWilliam
                Schloth
            44
            Director
                and Chief Financial OfficerHoward
                Kaplan
            30
            Chief
                Operating OfficerBryan
                Eisenberg
            37
            Director
                and Executive Vice President of Intellectual PropertyJohn
                Quarto-Von Tivadar
            43
            Chief
                Scientist





***Jeffrey
      Eisenberg*** has
      served as our director, Chief Executive Officer and President since October
      30,
      2007. Mr. Eisenberg co-founded Future Now, Inc. in 1998 and served as its Chief
      Executive Officer and as director until the Share Exchange on October 30, 2007.
      He also serves as the Chief Executive Officer of Persuasion Architecture, Inc.,
      a licensing and training company. Mr. Eisenberg has expertise in online
      marketing and marketing performance metrics. He is the co-author of the New
      York
      Times bestseller “Call-to-Action and Persuasive Online Copywriting,” and a
      co-author of the Wall Street Journal No. 1 bestseller “Waiting for Your Cat to
      Bark?” Mr. Eisenberg attended Touro College.




***William
      E. Schloth*** has
      served as our director and Chief Financial Officer since October 30, 2007.
      Mr.
      Schloth co-founded Future Now, Inc. in 1998 and served as its Chief Executive
      Officer until the Share Exchange on October 30, 2007. For more than the past
      two
      years, he has also served as a Senior Managing Director of Finance for Future
      Now Capital Markets Group, an affiliate of Future Now, Inc. that provides
      investment banking and financial services consulting. Mr. Schloth also has
      held
      senior management positions with GE Capital, including serving as Technical
      Advisor for Mergers and Acquisitions and Manager of Financial Planning and
      Analysis. Prior to GE Capital, Mr. Schloth spent five years with Coopers &
Lybrand. Mr. Schloth also has experience as an entrepreneur, successfully
      co-founding and selling his own full-service brokerage firm, as well as founding
      a specialty high-end financial and technology management consulting practice.
      Mr. Schloth is a certified public accountant and holds an MBA from New York
      University’s Stern School of Business with a double concentration in finance and
      marketing.




***Bryan
      Eisenberg*** has
      served as our director and Executive Vice President of Intellectual Property
      since October 30, 2007. Mr. Eisenberg co-founded Future Now, Inc. in 1998 and
      served as its Executive Vice President and as a director until the Share
      Exchange on October 30, 2007. He has expertise in online marketing and marketing
      performance metrics. He is also chairman of the Web Analytics Association and
      an
      advisory board member of AdTech. Mr. Eisenberg is an inventor of Persuasion
      Architecture®. Mr. Eisenberg also has consulted and run seminars for companies
      such as: Universal Orlando, GE, PriceWaterhouseCoopers, HP, CBS, AeroTek/Allegis
      Group, Dell, Volvo, Computer Associates, Overstock.com, LowerMyBills.com,
      CafePress.com and SAS. He is the co-author of the New York Times bestseller
      “Call-to-Action and Persuasive Online Copywriting,” and a co-author of the Wall
      Street Journal No. 1 bestseller “Waiting for Your Cat to Bark?” He is the
      publisher of Future Now’s award-winning blog and newsletter GrokDotCom and is
      the author of ClickZ’s column “ROI Marketing.” Mr. Eisenberg graduated from
      Brooklyn College.




22




***John
      Quarto-von Tivadar*** has
      served as our Chief Scientist since October 30, 2007. From 2004 to October
      30,
      2007, Mr. Quarto-von Tivadar served as Chief Scientist for Future Now, Inc.
      He
      is a co-inventor of Persuasion Architecture® and is a regular speaker at
      seminars and conferences in North America and Europe, having written multiple
      books on various technology topics, such as “Discovering Fusebox.” From 1999 to
      2000, Mr. Tivadar was Chief Technology Officer of an Internet incubator in
      New
      York with more than 40 web-based businesses, pioneering the development of
      the
      highly acclaimed “Category Manager,” “iTract” and “e-Marketplaces” web
      applications. From 1997 to 1999, Mr. Tivadar served as a Senior Engineer for
      Internet Technologies for Boston-based engineering software firm The Invention
      Machine. From 1988 to 1993, Mr. Tivadar ran an institutional trading desk on
      the
      floor of an exchange and managed a private hedge fund valued in excess of $5
      million for five years while a member of the Chicago Board of Trade. Mr. Tivadar
      also worked on instrument calibration and software testing for NASA’s Hubble
      Space Telescope’s high-speed photometer and high-resolution spectrograph from
      1987 to 1988. His newest book, “Persuasion Architecture: In Theory and In
      Practice” is expected to be out in the middle of 2008. He holds a Masters degree
      in Astrophysics from Boston University and a Bachelors of Science degree in
      Astronomy from the University of Illinois.




***Howard
      Kaplan*** has
      served as our Chief Operations Officer since October 30, 2007. From 2004 to
      October 30, 2007, Mr. Kaplan served as the Director of Business Development
      and
      from 2006 to October 30, 2007 as Chief Operating Officer of Future Now, Inc.
      He
      has spoken about marketing optimization at leading conferences including
      Internet Retailer, Shop.org, AdTech, Marketing Sherpa and Search Engine
      Strategies. Mr. Kaplan has been involved with internet technologies since the
      early 1990s. He has designed search engines and engineered content management
      systems for PriceWaterhouseCoopers’ Global Web Team. Mr. Kaplan is a member of
      the Association for Computing Machinery and a graduate of the Georgia Institute
      of Technology.




**Family
      Relationships**




Jeffrey
      Eisenberg and Bryan Eisenberg are brothers. There are no other family
      relationships between any of our directors or executive officers.




**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      meeting of our stockholders or until removed from office in accordance with
      our
      bylaws. Our officers are appointed by our board of directors and hold office
      until removed by the board of directors.




**Director
      Independence**




Our
      determination of independence of directors is made using the definition of
      ‘‘independent director’’ contained under Rule 4200(a)(15) of the Rules of FINRA.
      Jeffrey Eisenberg serves as our Chief Executive Officer and President, and
      therefore is not “independent” under this rule. Bryan Eisenberg serves as our
      Executive Vice President of Intellectual Property, and therefore is not
“independent” under this rule. William Schloth serves as our Chief Financial
      Officer, and therefore is not “independent” under this rule.




**Committees
      of the Board**




We
      currently do not have nominating, compensation or audit committees or committees
      performing similar functions, nor do we have a written nominating, compensation
      or audit committee charter. Our board of directors does not believe that it
      is
      necessary to have such committees because it believes that the functions of
      such
      committees can be adequately performed by our board of directors as a
      whole.




23




**ITEM
              10.**
            **EXECUTIVE
                COMPENSATION.**




The
      following table sets forth the aggregate cash compensation paid by the Company
      to: (i) our Chief Executive Officer, and (ii) our two most highly compensated
      executive officers whose cash compensation exceeded $100,000 for services
      performed during the year ended June 30, 2007.





**Name
                and**
              **Principal
                Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option
                Awards**
              **($)**
            
            **Non-**
              **Equity
                Incentive**
              **Plan**
              **Compen-sation**
              **($)**
            
            **Non-**
              **qualified
                Deferred Compen-sation Earnings**
              **($)**
            
            **All
                Other Compen-sation**
              **($)**
            
            **Total**
              **($)**Gordon
                Samson(1)
              Former
                Director, President and Chief Financial Officer
            
            2007
            
            0
            
            0
            
            0
            
            0
            
            0
            
            
            
            0
            
            0Jeffrey
                Eisenberg
              Director,
                Chief Executive Officer and President
            
            2007
            
            130,000
            
            0
            
            0
            
            0
            
            0
            
            
            
            0
            
            130,000Bryan
                Eisenberg
              Director
                and Executive Vice President of Intellectual Property
            
            2007
            
            130,000
            
            0
            
            0
            
            0
            
            0
            
            
            
            0
            
            130,000William
                Schloth
              Chief
                Financial Officer and Director
            
            2007
            
            120,000
            
            0
            
            0
            
            0
            
            0
            
            
            
            0
            
            120,000




(1)
            Mr.
                Samson was appointed as director on January 23, 2006. He resigned
                as our
                Director, President and Chief Financial Officer on October 30, 2007
                when
                Jeffrey Eisenberg, Bryan Eisenberg and William Schloth were appointed
                directors of our Company following the closing of the Share
                Exchange.




For
      the
      fiscal year ended June 30, 2007, the compensation of Jeffrey Eisenberg, Bryan
      Eisenberg, and William Schloth reflects their compensation earned while employed
      by FNI, our operating subsidiary.




**Employment
      Contracts and Termination of Employment Arrangements**




On
      October 30, 2007, we entered into an employment agreement with Jeffrey
      Eisenberg, pursuant to which Mr. Eisenberg agreed to serve as our Chief
      Executive Officer and President upon the closing of the Share Exchange. Mr.
      Eisenberg’s annual base salary is $150,000. The agreement has a three-year term,
      with automatic extensions of successive additional one-year terms.




On
      October 30, 2007, we entered into an employment agreement with Bryan Eisenberg,
      pursuant to which Mr. Eisenberg agreed to serve as our Executive Vice President
      of Intellectual Property upon the closing of the Share Exchange. Mr. Eisenberg’s
      annual base salary is $150,000. The agreement has a three-year term, with
      automatic extensions of successive additional one-year terms.




On
      October 30, 2007, we entered into an employment agreement with William E.
      Schloth, pursuant to which Mr. Schloth agreed to serve as our Chief Financial
      Officer upon the closing of the Share Exchange. Mr. Schloth’s annual base salary
      is $135,000. In addition, he received a $25,000 bonus for closing the Share
      Exchange.




24




On
      October 30, 2007, we entered into an employment agreement with John Quarto-Von
      Tivadar, pursuant to which Mr. Quarto-Von Tivadar agreed to serve as our Chief
      Scientist upon the closing of the Share Exchange. Mr. Quarto-Von Tivadar’s
      annual base salary is $100,000.




On
      October 30, 2007, we entered into an employment agreement with Howard Kaplan,
      pursuant to which Mr. Kaplan agreed to serve as our Chief Operating Officer
      upon
      the closing of the Share Exchange. Mr. Kaplan’s annual base salary is $120,000.




**Stock
      Option Plan**




Prior
      to
      the Share Exchange we did not have a stock option plan for our employees. As
      a
      condition of the closing of the Share Exchange, we agreed to adopt FNI’s 2007
      Stock Option Plan under which 815,750 stock options were issued to the grantees
      (the “Grantees”), 255,556 of which had been exercised (“Option Exercises”). As
      part of the Option Exercises we received promissory notes from William E.
      Schloth and Howard Kaplan totaling $95,000. The Grantees have all agreed to
      have
      the exercise price of their options adjust to the closing price of our common
      stock on the closing date of the Share Exchange (the “Price Amendment”). As
      consideration for the Price Amendment, the Grantees will receive additional
      options equal to 25% of the then-outstanding options. There were 80,361
      pre-Share Exchange shares granted under this provision.




**Stock
      Options/SAR Grants**




We
      did
      not grant any options or stock appreciation rights during our fiscal year ended
      June 30, 2007.




Prior
      to
      the closing of the Share Exchange, FNI had 560,194 stock options outstanding.
      As
      consideration for agreed adjustments to the original options contracts as a
      result of the Share Exchange, it issued an additional 80,361 stock options.
      As
      such, immediately preceding the closing of the Share Exchange, FNI had 640,556
      options outstanding.




**Directors
      Compensation**




We
      reimbursed our directors for expenses incurred in connection with attending
      board meetings but did not pay director’s fees or other cash compensation for
      services rendered as directors during the six months ended June 30,
      2007.




We
      have
      no present formal plan for compensating our directors for their service in
      their
      capacity as directors. Directors are entitled to reimbursement for reasonable
      travel and other out-of-pocket expenses incurred in connection with attendance
      at meetings of our board of directors. The board of directors may award special
      remuneration to any director undertaking any special services on our behalf
      other than services ordinarily required of a director.




**ITEM
                11.**
              **SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS.**




The
      following table sets forth, as of January 16, 2008, certain information with
      respect to the beneficial ownership of the Company’s common stock by each
      stockholder known by us to be the beneficial owner of more than 5% of our common
      stock, as well as by each of our current directors and executive officers and
      the directors and executive officers of our subsidiary as a group. Each person
      has sole voting and investment power with respect to the shares of common stock,
      except as otherwise indicated. Beneficial ownership consists of a direct
      interest in the shares of common stock, except as otherwise indicated.
      Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and generally includes voting or investment
      power with respect to securities. Shares of common stock subject to options
      or
      warrants currently exercisable or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the person
      holding such option or warrants, but are not deemed outstanding for purposes
      of
      computing the percentage ownership of any other person.




25




**Title of**
                **Class**
              **Name
                  and Address of**
                **Beneficial
                  Owner**
              **Position
                  with the**
                **Company**
              **Amount
                  and**
                **Nature
                  of**
                **Beneficial**
                **Ownership****(1)**
              **Percentage**
                **of
                  Class****(1)**Common
              Eisenberg
                  Holdings, LLC(2)
                c/o
                  Jeffrey Eisenberg
                2401
                  East 23rdStreet
                Brooklyn,
                  NY 11235
              Jeffrey
                  Eisenberg, Director, President & CEO
                Bryan
                  Eisenberg, Executive Vice President and Director
              36,681,883
              48.42%Common
              William
                  Schloth(3)
                80
                  Mountain Laurel Road
                Fairfield,
                  CT 06824
              Director
                  and CFO
              5,042,906
              6.66%Common
              John
                  Quarto-Von Tivadar
                549
                  Morgan Avenue
                Brooklyn,
                  NY 11222
              Chief
                  Scientist
              4,205,254
              5.09%Common
              Howard
                  Kaplan(4)
                184
                  Sackett Street
                Brooklyn,
                  NY 11231
              Chief
                  Operating Officer
              2,010,590
              2.65%Common
              Roy
                  & Penne Williams
                16221
                  Crystal Hills Drive
                Austin,
                  TX 78737
              5%
                  stockholder
              4,205,254
              5.09%Common
              Directors
                  and Executive Officers as a Group (5 persons)
              
              47,940,633
              62.82%




(1)
              Based
                  on 71,242,191 shares of common stock issued and outstanding as
                  of January
                  16, 2008.


(2)
              Eisenberg
                  Holdings, LLC is wholly owned by Jeffrey Eisenberg, our CEO and
                  President,
                  Bryan Eisenberg, our Executive Vice President of Intellectual Property,
                  and Esther Eisenberg. Bryan and Jeffrey Eisenberg are the managing
                  members
                  of the LLC and have split voting and investment
                  control.


(3)
            Includes
                3,017,813 fully vested stock
                options.


(4)
            Includes
                1,496,701 fully vested stock
                options.




**Changes
      in Control**




There
      are
      no arrangements that may result in a change of control of the
      Company.




26




**ITEM
              12.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE.**




***Eisenberg
      Holdings, LLC (“EHI”)***




EHI
      was
      established on September 22, 2003, and is presently owned 40% by Jeffrey
      Eisenberg, our Chief Executive Officer, 40% by Bryan Eisenberg, the Executive
      Vice President of the Company (both collectively, the “Eisenbergs”), and 10% by
      Esther Eisenberg. As of June 30, 2007, EHI held 3,965,609 shares of our common
      stock, which equals 82.6% basic, and 79.2% fully diluted ownership. EHI operates
      as a holding company for the Eisenberg’s investment portfolio as well as an
      operating entity for individual speaking and other publishing activities of
      the
      Eisenbergs. Along with the release of the Eisenbergs’ book, “Waiting for your
      Cat to Bark?” in 2006, we have recorded a non-recurring publishing and book
      promotion expense, net of book sales in the amount of $2,883 and $200,052 in
      other (income) expense for the six months ended June 30, 2007, and 2006
      respectively.




***Fintech
      Group LLC (“FTG”)***




Pursuant
      to a service agreement dated February 1, 2005, as amended on April 26, 2006
      (the
“Consulting Agreement”), we entered into a financial services consulting
      agreement with FTG that included the payment of $5,000 per month for tax,
      accounting and other financial services and certain travel related expenses.
      FTG
      is owned by our Chief Financial Officer. The Consulting Agreement cannot be
      terminated for one year from the date of execution, and then may be terminated
      by us or FTG upon ninety days (90) notice. As of June 30, 2007, FTG was also
      the
      beneficial owner of 18,929 shares of our common stock. For the six months ended
      June 30, 2007 and 2006, under this agreement the Company paid $30,000 and
      $28,950, respectively. As part of the closing conditions of the Share Exchange
      we terminated the Consulting Agreement.




***Future
      Now Capital Markets Group, Inc. (“FNCMGI”)***




Pursuant
      to a strategic advisory agreement (the “Structuring Agreement”) dated April 26,
      2006, as amended on November 24, 2006, we entered into a consulting and
      financial structuring agreement with FNCMGI that included the payment of $5,000
      per month for general investment banking services as part of our capital markets
      efforts. FNCMGI is owned by our Chief Financial Officer and by Eisenberg
      Holdings, LLC. On May 1, 2007, the Structuring Agreement was extended by us
      for
      an additional year. For the six months ended June 30, 2007 and 2006, we paid
      $30,000 and $1,395, respectively. As part of the closing conditions of the
      Share
      Exchange, we terminated the Structuring Agreement.




FNCMGI
      also held a non-exclusive license to our MAP Tools. The License Agreement was
      signed between FNCMGI and IPLG on February 1, 2005, and amended on June 30,
      2007
      (the “License Agreement”). Upon the initial execution of the License Agreement,
      FNCMGI paid $50,000 for the license rights. FNI has been accreting into income
      the license fee over the life of the license (seven years). As part of the
      closing conditions of the Share Exchange, we terminated the Licensing
      Agreement.




27




**ITEM
      13.**  **EXHIBITS.**




**Exhibit
                  Number**
              
              **Description**10.1*
              
              Share
                  Exchange Agreement, dated October 30, 2007, by and between Future
                  Now
                  Group Inc., Future Now, Inc., and the former shareholders of Future
                  Now,
                  Inc., previously filed with our current report on Form 8-K, filed
                  with the
                  SEC on November 6, 2007.10.2*
              
              Securities
                  Purchase Agreement, dated October 30, 2007, previously filed with
                  our
                  current report on Form 8-K, filed with the SEC on November 6,
                  2007.10.3*
              
              Registration
                  Rights Agreement, dated October 30, 2007, previously filed with
                  our
                  current report on Form 8-K, filed with the SEC on November 6,
                  2007.10.4*
              
              Security
                  Agreement, dated October 30, 2007, previously filed with our current
                  report on Form 8-K, filed with the SEC on November 6,
                  2007.10.5*
              
              Pledge
                  Agreement, dated October 30, 2007, previously filed with our current
                  report on Form 8-K, filed with the SEC on November 6,
                  2007.10.6*
              
              Warrant
                  Agreement W1-1 with Professional Offshore Opportunity Fund Ltd,
                  previously
                  filed with our current report on Form 8-K, filed with the SEC on
                  November
                  6, 2007.10.7*
              
              Warrant
                  Agreement W1-2 with Professional Traders Fund LLC, previously filed
                  with
                  our current report on Form 8-K, filed with the SEC on November
                  6,
                  2007.10.8*
              
              Warrant
                  Agreement W2-1 with Professional Offshore Opportunity Fund Ltd,
                  previously
                  filed with our current report on Form 8-K, filed with the SEC on
                  November
                  6, 2007.10.9*
              
              Warrant
                  Agreement W2-2 with Professional Traders Fund LLC, previously filed
                  with
                  our current report on Form 8-K, filed with the SEC on November
                  6,
                  2007.10.10*
              
              Secured
                  Convertible Note Agreement with Professional Offshore Opportunity
                  Fund
                  Ltd., previously filed with our current report on Form 8-K, filed
                  with the
                  SEC on November 6, 2007.10.11*
              
              Secured
                  Convertible Note Agreement with Professional Traders Fund LLC,
                  previously
                  filed with our current report on Form 8-K, filed with the SEC on
                  November
                  6, 2007.10.12*
              
              Promissory
                  Note - Howard Kaplan, previously filed with our current report
                  on Form
                  8-K, filed with the SEC on November 6, 2007.10.13*
              
              Promissory
                  Note - William Schloth, previously filed with our current report
                  on Form
                  8-K, filed with the SEC on November 6, 2007.10.14*
              
              Form
                  of Original Investment Agreements with Bridge Investors, previously
                  filed
                  with our current report on Form 8-K, filed with the SEC on November
                  6,
                  2007.10.15*
              
              Form
                  of Arrangement with Original Bridge Investors for Amendments to
                  Original
                  Investment Agreements, previously filed with our current report
                  on Form
                  8-K, filed with the SEC on November 6, 2007.10.16*
              
              Office
                  Lease Agreement Dated September 1, 2007 for Occupancy December
                  15, 2007,
                  previously filed with our current report on Form 8-K, filed with
                  the SEC
                  on November 6, 2007.
  28
  **Exhibit**
                **Number**
              
              **Description**10.17*
              
              Employment
                  Agreement - Jeffrey Eisenberg, previously filed with our current
                  report on
                  Form 8-K, filed with the SEC on November 6, 2007.10.18*
              
              Employment
                  Agreement - Bryan Eisenberg, previously filed with our current
                  report on
                  Form 8-K, filed with the SEC on November 6, 2007.10.19*
              
              Employment
                  Agreement - William Schloth, previously filed with our current
                  report on
                  Form 8-K, filed with the SEC on November 6, 2007.10.20*
              
              Employment
                  Agreement - Howard Kaplan, previously filed with our current report
                  on
                  Form 8-K, filed with the SEC on November 6, 2007.10.21*
              
              Employment
                  Agreement - John Quarto-Von Tivadar, previously filed with our
                  current
                  report on Form 8-K, filed with the SEC on November 6,
                  2007.21*
              
              Subsidiaries
                  of the Small Business Issuer, previously filed with our current
                  report on
                  Form 8-K, filed with the SEC on November 6, 2007.31.1**
              
              Rule
                  13a-14(a) Certification of the Chief Executive Officer. (This
                  certification does not apply to the financial statements of FNI
                  included
                  in this transition report on Form 10-KSB.)31.2**
              
              Rule
                  13a-14(a) Certification of the Chief Financial Officer. (This
                  certification does not apply to the financial statements of FNI
                  included
                  in this transition report on Form 10-KSB.)32.1**
              
              Section
                  1350 Certification of Chief Executive Officer. (These certifications
                  do
                  not apply to the financial statements of FNI included in this transition
                  report on Form 10-KSB.)32.2**
              
              Section
                  1350 Certification of Chief Financial Officer.. (These certifications
                  do
                  not apply to the financial statements of FNI included in this transition
                  report on Form 10-KSB.)




*
            Filed
                previously.


**
            Filed
                herewith.




29




**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**




**Fees
      to Independent Auditors**




The
      following table indicates the fees paid by us for services performed in the
      six
      month periods ended June 30, 2007 and June 30, 2006:




**Six
                  Months**
                **Ended**
                **June
                  30, 2007**
              
              **six
                  Months**
                **Ended**
                **June
                  30, 2006**Audit
                  Fees
              
              **$**
              15,000
              
              **$**
              0Audit-Related
                  Fees
              
              
              0
              
              
              0Tax
                  Fees
              
              
              0
              
              
              0All
                  Other Fees
              
              
              0
              
              
              0**Total**
              
              **$**
              15,000
              
              **$**
              0





*Audit
      Fees.* This
      category includes the aggregate fees billed for professional services rendered
      by the independent auditors during the six months ended June 30, 2007 and 2006,
      respectively, for the audit of our consolidated financial
      statements.




*Audit-Related
      Fees.* This
      category includes the aggregate fees billed for non-audit services, exclusive
      of
      the fees disclosed relating to audit fees, during the six months ended June
      30,
      2007 and 2006. These services principally include the assistance and issuance
      of
      consents for various filings with the SEC.




*Tax
      Fees.* This
      category includes the aggregate fees billed for tax services rendered in the
      preparation of our federal and state income tax returns.




*All
      Other Fees.* This
      category includes the aggregate fees billed for all other services, exclusive
      of
      the fees disclosed above, rendered during the six months ending June 30, 2007
      and 2006.




30


**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:
                January 28, 2008
            By:
            /s/
                Jeffrey EisenbergJeffrey
                EisenbergPrincipal
                Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      amended report has been signed by the following persons in the capacities and
      on
      the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/
                Jeffrey Eisenberg
            
            Chief
                Executive Officer and Director
            
            January
                28, 2008Jeffrey
                Eisenberg/s/
                William E. Schloth
            
            Chief
                Financial and Accounting Officer and Director
            
            January
                28, 2008William
                Schloth/s/
                Bryan Eisenberg
            
            Executive
                Vice President and Director
            
            January
                28, 2008Bryan
                Eisenberg/s/
                Howard Kaplan
            
            Chief
                Operating Officer
            
            January
                28, 2008Howard
                Kaplan




31


**Exhibit
      Index**




**Exhibit
                Number**
            
            **Description**10.1*
            
            Share
                Exchange Agreement, dated October 30, 2007, by and between Future
                Now
                Group Inc., Future Now, Inc., and the former shareholders of Future
                Now,
                Inc., previously filed with our current report on Form 8-K, filed
                with the
                SEC on November 6, 2007.10.2*
            
            Securities
                Purchase Agreement, dated October 30, 2007, previously filed with
                our
                current report on Form 8-K, filed with the SEC on November 6,
                2007.10.3*
            
            Registration
                Rights Agreement, dated October 30, 2007, previously filed with our
                current report on Form 8-K, filed with the SEC on November 6,
                2007.10.4*
            
            Security
                Agreement, dated October 30, 2007, previously filed with our current
                report on Form 8-K, filed with the SEC on November 6,
                2007.10.5*
            
            Pledge
                Agreement, dated October 30, 2007, previously filed with our current
                report on Form 8-K, filed with the SEC on November 6,
                2007.10.6*
            
            Warrant
                Agreement W1-1 with Professional Offshore Opportunity Fund Ltd, previously
                filed with our current report on Form 8-K, filed with the SEC on
                November
                6, 2007.10.7*
            
            Warrant
                Agreement W1-2 with Professional Traders Fund LLC, previously filed
                with
                our current report on Form 8-K, filed with the SEC on November 6,
                2007.10.8*
            
            Warrant
                Agreement W2-1 with Professional Offshore Opportunity Fund Ltd, previously
                filed with our current report on Form 8-K, filed with the SEC on
                November
                6, 2007.10.9*
            
            Warrant
                Agreement W2-2 with Professional Traders Fund LLC, previously filed
                with
                our current report on Form 8-K, filed with the SEC on November 6,
                2007.10.10*
            
            Secured
                Convertible Note Agreement with Professional Offshore Opportunity
                Fund
                Ltd., previously filed with our current report on Form 8-K, filed
                with the
                SEC on November 6, 2007.10.11*
            
            Secured
                Convertible Note Agreement with Professional Traders Fund LLC, previously
                filed with our current report on Form 8-K, filed with the SEC on
                November
                6, 2007.10.12*
            
            Promissory
                Note - Howard Kaplan, previously filed with our current report on
                Form
                8-K, filed with the SEC on November 6, 2007.10.13*
            
            Promissory
                Note - William Schloth, previously filed with our current report
                on Form
                8-K, filed with the SEC on November 6, 2007.10.14*
            
            Form
                of Original Investment Agreements with Bridge Investors, previously
                filed
                with our current report on Form 8-K, filed with the SEC on November
                6,
                2007.




32




**Exhibit
                Number**
            
            **Description**10.15*
            
            Form
                of Arrangement with Original Bridge Investors for Amendments to Original
                Investment Agreements, previously filed with our current report on
                Form
                8-K, filed with the SEC on November 6, 2007.10.16*
            
            Office
                Lease Agreement Dated September 1, 2007 for Occupancy December 15,
                2007,
                previously filed with our current report on Form 8-K, filed with
                the SEC
                on November 6, 2007.10.17*
            
            Employment
                Agreement - Jeffrey Eisenberg, previously filed with our current
                report on
                Form 8-K, filed with the SEC on November 6, 2007.10.18*
            
            Employment
                Agreement - Bryan Eisenberg, previously filed with our current report
                on
                Form 8-K, filed with the SEC on November 6, 2007.10.19*
            
            Employment
                Agreement - William Schloth, previously filed with our current report
                on
                Form 8-K, filed with the SEC on November 6, 2007.10.20*
            
            Employment
                Agreement - Howard Kaplan, previously filed with our current report
                on
                Form 8-K, filed with the SEC on November 6, 2007.10.21*
            
            Employment
                Agreement - John Quarto-Von Tivadar, previously filed with our current
                report on Form 8-K, filed with the SEC on November 6,
                2007.21*
            
            Subsidiaries
                of the Small Business Issuer, previously filed with our current report
                on
                Form 8-K, filed with the SEC on November 6, 2007.31.1**
            
            Rule
                13a-14(a) Certification of the Chief Executive Officer. (This
                certification does not apply to the financial statements of FNI included
                in this transition report on Form 10-KSB.)31.2**
            
            Rule
                13a-14(a) Certification of the Chief Financial Officer. (This
                certification does not apply to the financial statements of FNI included
                in this transition report on Form 10-KSB.)32.1**
            
            Section
                1350 Certification of Chief Executive Officer. (These certifications
                do
                not apply to the financial statements of FNI included in this transition
                report on Form 10-KSB.)32.2**
            
            Section
                1350 Certification of Chief Financial Officer. (These certifications
                do
                not apply to the financial statements of FNI included in this transition
                report on Form 10-KSB.)




*
            Filed
                previously.


**
            Filed
                herewith.




33