CBSC CB Scientific Inc (PK)

Item 2.01, Completion of Acquisition or Disposition of Assets

On December 10, 2015, FutureWorld Corp, a Delaware Corporation ("FWDG"), entered into a Purchase and Sale Agreement (the "PSA") with Net:X America Inc., an Oregon Corporation, located in Portland, Oregon (hereinafter referred to as “NXAM” or “Buyer”), to sell all of the assets of CB Scientific, Inc. (hereinafter referred to as “CB” or “SELLER”), which is a private Colorado Corporation, for stock. On February 10, 2016, FutureWorld Corp closed the CB Scientific Sale transaction. The Sale will be effective as of February 17, 2016 pending the completion of restructuring of NXAM due on February 16, 2016.

CB Scientific will be trading under the symbol CBSC.

Consideration for the sale and purchase of the Sellers Assets shall be in the form of financing commitment, shares of the Corporation as well as other items as set forth herein and as follows (collectively the “Consideration”):

The Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to initiate, facilitate, solicit, encourage (including, without limitation, by way of furnishing non-public information) or accept any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, an “acquisition proposal” or engage in, continue or otherwise participate in any discussions, communications or negotiations regarding an acquisition proposal. The Company also has agreed that its Board of Directors shall not approve or recommend, or publicly propose to approve or recommend, to the Company's shareholders any acquisition proposal or approve, authorize or permit or allow the Company to enter into any agreement, arrangement or understanding with respect to any acquisition proposal or enter into any agreement, arrangement or understanding in principle requiring the Company to abandon, terminate, or fail to consummate the transactions contemplated by, or breach any of its obligations under, the Asset Purchase Agreement.

The Asset Purchase Agreement also contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the Asset Purchase Agreement. Such representations and warranties are made solely for purposes of the Asset Purchase Agreement and, in some cases, may be subject to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Asset Purchase Agreement and may have been qualified by disclosures that were made in connection with the parties' entry into the Asset Purchase Agreement.

In addition, certain representations and warranties set forth in the Asset Purchase Agreement may have been used for purposes of risk-allocation between CB and NXAM rather than establishing matters of fact. The representations and warranties contained in the Asset Purchase Agreement were made solely for the benefit of the parties thereto. Persons not party to the Asset Purchase Agreement,

including, without limitation, the Company's shareholders and other investors, should not rely on the representations and warranties contained in the Asset Purchase Agreement, or any descriptions thereof, including those contained in this Current Report on Form 8-K (this “Report”), as characterizations of the actual facts or conditions applicable to CB product lines or any of the Company's other product lines or subsidiaries.

More information will be provided as to the completion of this agreement when available. This is our second spin-off so far. We are expecting more to follow.