UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended March 31, 2015 |
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
| | For the transition period from _________ to _________ . |
Commission File Number 000-1273988
Date of Report (date
of earliest event reported): August 7th 2015
FUTUREWORLD CORP.
(Exact name of registrant as specified in its
charter)
DELAWARE |
000-1273988 |
81-0562883 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3637 4th St. N Suite 330 Saint Petersburg, Florida |
33704 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area
code: (727) 474-1816
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class |
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Name of Each Exchange on Which Registered |
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None |
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None |
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Securities registered pursuant to section 12(g) of
the Act:
Common Stock, $0.0001 par value |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
☐ Yes |
☒ No |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |
☐ Yes |
☒ No |
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☒
Yes |
☐ No |
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
x Yes |
o No |
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. |
☐
Yes |
☒ No |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. |
☐ Large accelerated filer |
☐ Accelerated filer |
☐ Non-accelerated filer |
☒ Smaller reporting Company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). |
☐ Yes |
x No |
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The aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed
second fiscal quarter:
Voting Common Equity |
Non-voting Common Equity |
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$1,800,000 |
None |
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The number of shares outstanding of each of
the registrant's classes of common stock, as of March 31, 2015:
Common stock, par value $0.0001 per share |
731,525,768 |
Other |
None |
| · | Note This
10K does not include audited financials. Our previous Auditors unexpectedly, closed the operations, given us no time to effectively
prepare for a new auditor. We are working diligently to remedy this situation by working with new auditors to complete a 10K with
audited financials. |
FutureWorld Corp.
Annual Report
on Form 10-K
For the Fiscal Year Ended March 31, 2015
INDEX
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Page
Number |
PART I |
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Item 1. |
Business |
4 |
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Risk Factors |
21 |
Item 1B. |
Unresolved Staff Comments |
21 |
Item 2. |
Properties |
21 |
Item 3. |
Legal Proceedings |
21 |
Item 4. |
Mine Safety Disclosures |
22 |
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PART II |
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Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
22 |
Item 6. |
Selected Financial Data |
22 |
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 7A |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
Item 8. |
Financial Statements and Supplementary Data |
24 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
36 |
Item 9A. |
Controls and Procedures |
37 |
Item 9B. |
Other Information. |
38 |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
38 |
Item 11. |
Executive Compensation |
39 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
41 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
42 |
Item 14. |
Principal Accountant Fees and Services |
42 |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
42 |
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Signatures |
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43 |
Index
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or portions thereof)
are incorporated by reference into the Parts of this Form 10-K noted:
NONE
Forward-Looking Statements
This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that
are signified by the words "expects," "anticipates," "intends," "believes," "estimates"
or similar language, and among other things: (i) events that may occur in the future, (ii) implementation of our business
model; development and marketing of our products and services and (iii) prospects for revenues and profitability. All
forward-looking statements included in this document are based on information available to us on the date hereof. We
caution investors that our business and financial performance and the matters described in these forward-looking statements are
subject to substantial risks and uncertainties. Because of these risks and uncertainties, some of which may not be currently
ascertainable and
many of which are beyond our control, actual results could differ
materially from those projected in the forward-looking statements. Deviations between actual future events and our estimates and
assumptions could lead to results that are materially different from those expressed in or implied by the forward looking statements.
We do not intend to update these forward looking statements to reflect actual future events.
PART I
Item 1. Business
Background information
OUR HISTORY
"We", "us", "our"
and "FutureWorld" refer to FutureWorld Corp., a Delaware corporation.
The history of our incorporation and our
ownership, in chronological order, is as follows:
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We were incorporated in Delaware on July 22, 2002. |
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On June 11, 2014, the Company changed its name to FutureWorld Corp from FutureWorld Inc. |
Current Operations
The address of our executive offices is: 3637 4th
Street North, Saint Petersburg, FL 33704 and our telephone number at that address is 727-474-1816. The address of our web site
is www.futureworldcorp.com. The information at our web site is for general information and marketing purposes and is not part of
this annual report for purposes of liability for disclosures under the federal securities laws.
FutureWorld (FWDG), a Delaware corporation, is a leading provider
of advanced technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, focuses on
the identification, acquisition, development, and commercialization of cannabis related products and services, such as industrial
Hemp. FutureWorld, through its subsidiaries, provides personal and professional THC and CBD test kits, pharmaceutical grade CBD
oil solutions, SafeVape vaporizers, smart sensor technology, communication network, surveillance security, data analysis for smart
cultivation and consultation for the industrial hemp and legal medicinal cannabis. Our wireless agricultural smart sensor networks
offer precision to the agriculture, irrigation systems, and greenhouses for the global cannabis and hemp industry. FutureWorld
and its subsidiaries do not grow, distribute or sell marijuana.
As the only Cannabis Technology Accelerator, FutureWorld will
incubate and fund leading technologies, products, and services for Cannabis industry (Industrial Hemp) for foreseeable future;
bringing value to its core and its shareholders.
FutureWorld Corp. is seeking to acquire minority or full interest
in currently operating companies and disruptive technologies in the Industrial Hemp/Medical and Recreational Cannabis Industry
globally; such as vaporizers, lab testing, tracking systems, security, CBD oil, testing kits, financial solutions, dispensaries
and other needed components. Our goal is to provide our acquired companies, current and future shareholders a clear strategy for
the growth of their companies and their investment in those companies.
4
Index
We currently provide multiple products that supply the burgeoning
cannabis industry. The "picks and shovel" business model capitalizes of selling enterprises associated with the Industrial
Hemp and Medical Cannabis industries products that are essential in their success. Our products solve long standing problems in
cultivation, processing, and retail sales for industrial hemp and medical cannabis. The following divisions will continue to delve
even further into purchasing existing products or developing brand new products as the wholesale and retail space continues to
evolve. In addition, one primary focus is to manufacture, market, and sell products containing hemp derived CBD oil. We are
invested in the following portfolio companies as subsidiaries;
NutraCann Labs, Inc, - CB Scientific, Inc, - URVape, Inc,
- HempTech Corp. - FutureLand Corp. - Bioceudical Sciences
NutraCann Labs Inc.
CBD Oil- CBD is one of at least 60 cannabinoids found in hemp,
and is non-psychoactive. The Cannabidiol "CBD" is a compound in cannabis that has significant medical effects,
but does not make people feel "high" and can actually counter the psychoactive effects of THC. The reduced psychotropic
of CBD-rich cannabis makes it an appealing treatment option for patients seeking anti-inflammatory, anti-pain, anti-anxiety, anti-psychotic,
and/or anti-spasm effects without disconcerting lethargy. Scientific and clinical studies underscore CBD's potential as a
treatment for a wide range of conditions, including rheumatoid arthritis, diabetes, alcoholism, MS, chronic pain, schizophrenia,
PTSD, antibiotic-resistant infections, epilepsy, and other neurological disorders. CBD has demonstrated neuro-protective and neurogenic
effects, and its anti-cancer properties are currently being investigated at several academic research centers in the United States
and elsewhere.
The present usage for CBD oil in the United States is estimated
to be approximately 1,000-2,000 Kilograms a year and growing and with a yearly value of around $200,000,000. Currently, the apparent
current competitors are; CannVest, Inc. and Medical Marijuana, Inc., which own portions of each other's companies, are the primary
supplier of CBD oil in the United States. They supply the product in bulk to affiliate distributors and sell it retail in plastic
tubes that are refined up to three levels. Real Scientific Hemp Oil™ is their trademark name.
NutraCann Labs has sourced its own CBD oil from Europe. We are
also developing plans to fund an overseas hemp cultivation project to provide a consistent and reliable supply to the United States
and beyond. Currently, industrial hemp cultivation is legal in twenty countries around the world. NutraCann's products are sold
under the brand name "cbdessence" on CBDESSENCE.COM.
NutraCann Labs will process the CBD oils that will be sold through
our online presence for retailing industrial hemp oil-based Cannabidiol (CBD) nutritional supplements, wellness and personal care
products and vapable CBD oils. NutraCann Labs will market items such as CBD oil, CBD infused edibles & multiple hemp related
items and cross market our vaporizers from URVape.com. NutraCann Labs will be featuring scientific grade hemp oil which is highly
sought after around the world. We will sell already recognizable brands including our own brands and drive internet sales through
ads, videos, social media and Search Engine Optimization.
The global Nutraceutical market is projected to be in excess
of $200 billion by 2015 and the current US Nutraceutical and Dietary supplement market is valued at around $42 billion. CBDESSENCE.com
and URCBDOil.com will be at the forefront of this massive marketplace with significant opportunities. Cannabinoids (non-psychoactive
CBD) have been found to have antioxidant properties, unrelated to NMDA receptor antagonism. This new found property makes cannabinoids
useful in the treatment and prophylaxis of a wide variety of oxidation associated diseases, such as ischemic, age-related, inflammatory
and auto-immune diseases.
Cannabinoids are found to have particular application as neuroprotectants,
for example in limiting neurological damage following ischemic events, such as stroke and trauma, or in the treatment of neurodegenerative
diseases, such as Alzheimer's, Parkinson's and HIV dementia. URCBDOil.com should be live by July 1, 2014 UPDATE). CBDESSENCE.com
and URCBDOil.com will assist FutureWorld to generate positive cash flow for both URVape and our CBD oil and CBD infused products
offered by NutraCann Labs.
CB Scientific, Inc.
CB Scientific, Inc. a wholly owned subsidiary based in Denver
Colorado has developed new technologies specifically for cannabis analytics. Charles Steinburg, President of Herbal Synergy and
Acting Vice President of CB Scientific Division, has been one of the main men behind gas chromatography testing in Colorado. Charles
Steinberg's credentials will prove to be an asset to CB Scientific He has been a judge at several High Times Cannabis Cups.
CB Scientific introduced the first ever personal cannabinoid detection kits. These kits test all your products in-house and at
your own convenience. These tests are quick, easy, and effective. CB Scientific's new PERSONALANALYTICS THC & CBD detection
kit is the first simple, quick and accurate consumer THC & CBD
test which will give you're an accurate reading of THC or CBD
in any product you purchase, manufacture, or grow While many medical and recreational products are sold with cannabinoid
levels listed, these numbers are often not representative of what is being sold.
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URVape, Inc.
URVape™ is our brand name vaporizer pen which is sold
with a charger and refill bottles. We market the product at URVape.com. It is our own trademarked vaporizer being marketed
and sold online and in retail shops. The product is cutting edge design and requires puffing on the pen to facilitate battery use.
The URVape vaporizing pen is sleek and lightweight. URVape will initially have oil vaporizers available and dry herb versions available
in the coming months.
URVape was started to contribute to the current revolution,
which has become an international phenomenon, known as the "Vaping" industry. URVape began test marketing OEM branded,
off-the-shelf oil vaporizers, whose design and utility was well received, and which promulgated our first vendor agreement in the
state of Colorado.
After studying the marketplace, with more than 466 vendors attempting
to reach nicotine consumers, we recognized early on that there were unsupported claims and deficiencies in the products and e-liquids
being sold. Product deficiencies were noted in the devices being used in combination with e-liquids, which, together could be producing
harmful elements. Consequently, these elements are being inhaled as a result of heating the contents of the e-liquids, thereby
producing potentially harmful changes to the initial ingredients. As a result, URVape has dedicated itself to providing products
that are free of any substances which, when heated for vaping, could be harmful.
URVape has entered into an exclusive Non-disclosure/Non-compete
contract with one of the foremost international vaping products manufacturers. Through our in-house Product Development personnel,
and through the hiring of a consultant whose area of expertise is microbiology, specific to cannabis and vaping, we have developed
two primary device changes that are being patented. These changes are designed to produce safe devices, built with safe materials,
and to exact temperature specifications suited to a variety of e-liquids that we will bring to market.
We are also developing new methods of producing, packaging and
flavoring a variety of e-liquids with the intention to provide consumers with happy, healthy and potentially curative products.
URVape's plans include the installation of its own laboratory
along with a "clean room" for production of its products. The goal is to become the market leader of safe vaping materials.
To that end, URVape has Trademarked "SafeVape" for use in describing the technologies utilized in bringing both devices
and e-liquids to the marketplace.
The E-cigarette, Cannabis and Herbal vaping industry is an ever
growing and evolving industry. Business models need to be constantly adjusted and configured based on all moving parts. But we
are fortunate to be part of this historical moment in time where consumers around the globe will finally have access to natural
plant derivatives to enhance their health and enjoyment without the inherent side effects of synthetic medicines. URVape will be
part of that historical moment creating technologies for the delivery of its specialized, researched products. With the decriminalization
and legalization of cannabis for medicinal and recreational use in many states and countries throughout the world the adoption
of electronic vaporizing by the world's 1.2 Billion smokers - eCig or vaporizer market is the fastest market within the tobacco
(free) industry and estimated to be a multi-billion dollar industry within a few years.
HempTech Corp:
HempTech Corp has several products available specifically geared
to helping cultivators of industrial hemp and medical cannabis maximum yields while helping to control costs. CaNNaLyTiX™
, SPIDer™, SmartSense™ ,Smart.NRG™ , and CaNNaTRAK™.
CaNNaLyTiX™ "A picture is worth a thousand
words" and being able to visualize all the various aspects of a cultivation enterprise solves challenges before they become
problems. CaNNaLyTiX™ is a dashboard controller system that allows the various computer systems to be integrated throughout
a cultivator's infrastructures. Using state-of –the-art API connecting software packages, CaNNaLyTiX™ can allow all
computer systems to be monitored with the ease of a smartphone app and the robust hardware of integrated servers or cloud-based
application.
CaNNaTRAK™- the next generation of barcode
& RFID tracking systems for keeping pace with the extensive demands of seed to sale tracking of Hemp/Cannabis for state compliance.
We are currently developing "game
changer" modifications that will make it the ultimate software
system in the industry. CannaTRAK's Asset Tracking Management Software automates the major aspects of the Asset Life Cycle.
The Product suite is made up of modules, which are able to operate independently of one another, are able to be configured to work
together, or to be integrated with non-native applications. CaNNaTRAK™ software easily tracks assets using bar coding, radio
frequency (RFID), imaging, and wireless technologies. CaNNaTRAK™ software is designed under the client/server architecture,
is multi-user and menu-driven following industry-standard MS Windows protocols and graphical user interfaces. CaNNaTRAK™
applications are compatible with MS Windows XP, Vista, Windows 7 & 8.1 operating systems and with SQL Server 2008 through 2013.
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CaNNaTRAK's mobile information applications are compatible with
Windows Mobile devices and are tightly integrated with; bar coding, RFID, GPS, imaging, biometrics and wireless technologies.
Due to the State law, legal governance, compliance and tax reasons, we believe CaNNaTRAK™ will be an invaluable tool for
legal compliance and profitability from growers to dispensers of the legal medicinal marijuana. Over the past decade, 22 states
have approved the use of medicinal marijuana. Medicinal marijuana has become an alternative to traditional treatments for patients
with clinical diseases such as cancer and HIV/AIDS. The medicinal marijuana market is estimated to be valued in the billions of
dollars initially and may provide hundreds of millions of dollars tax revenue for the state's tax coffers.
We believe compliance and governance will be a big concern for
the state offices overseeing the cannabis lifecycle and CaNNaTRAK™ will be an invaluable tool to comply and monitor for the
medicinal marijuana industry. Our competition presently consists of the MITS system being used in the state of Colorado,
the BioTrackTHC system being used in the state of Washington, and MJ Freeway. Certainly we will look to enter every burgeoning
market throughout the United States.
SPIDer (Secure Perimeter Intrusion Detection Network)
is a system to meet the needs of theft and malicious attacks. While the economy is seeing improvement, theft, site destruction,
and malicious activity are still happening at an alarming rate and within the legal Cannabis/Hemp industry surging forward we can
expect no change particularly because of its specific draw. The SPIDer systems consist of 3 levels of detection to identify intruders
and threats in areas that are restricted.
The first level utilizes an electronically charged coaxial cable
woven into your chain link fencing. Excessive fence movement will set off an alarm through your network notification system that
someone is attempting to enter your facility. This is a very cost effective means to secure your site to meet security requirements
for your company. The second level consists of a visual intrusion monitoring system. It is a wireless, battery operated,
and connected through the cellular network. It provides 24/7 monitoring and notification through the internet and email system.
Once an intruder is identified an alarm is sent to the security team with a picture that allows you to identify if this is an authorized
or unauthorized person.
The network system can quickly be deployed and moved to provide
security coverage as needed. The third level is a multi-level detection and verification system that uses both level one
and level two to rapidly identify a potential intruder and provide you information for a rapid decision. The combination of the
two systems provides the additional barriers for quick action. Sometimes seconds are critical in preventing serious damage or theft
at your site. The command center software provides intrusion notification to your network center and to individuals via email.
For level two and three you receive a picture that enables you to make a more informed and quicker decision concerning your action.
The SPIDer solution addresses the potential threat facing the
entire Cannabis/Hemp industry. With this system you are able to supply your security team with information that enables them to
be proactive in addressing these costly activities. Compliance with state rules and regulations for the Cannabis/ Hemp industry
is going to be essential. Though there are many security companies on the market, few are adapting themselves to the Cannabis
industry.
SmartSense- offers wireless security and smart
sensor mesh network for precision agriculture, irrigation systems, and greenhouses for the hemp industry. Our Smart Agriculture
models allow monitoring multiple environmental parameters involving a wide range of applications with smart sensors such as Leaf
Wetness, Atmospheric Pressure, Solar Radiation, Air Temperature / Humidity, Soil Temperature / Moisture, Ultraviolet Radiation
etc. The smart sensor information will be collected and sent via the cloud to the central office for analysis and procedural
modifications. FutureWorld is not aware of any another
competitor in the United States. FutureWorld, through HempTech plans on marketing the product to large and medium sized grow
facilities since they will have the greatest need.
SmartNergy- offers tools to analyze every aspect
of a cultivator's energy usage. Being fully integrated with CaNNaLyTiX™, one can visualize energy consumption in real-time
and track historical usage. The software's predictive functionality also helps optimize energy use challenges proactively. We believe
a cultivator's huge electric bills can be scaled back when the entire grow is looked at as a complete and fully integrated operation.
CaNNaBoX™- Much like a bank ATM, the CaNNaBoX™
machine operates with the swipe of a card, which will verify identity, age and prescription information of a medical marijuana
patient before releasing measured packages of marijuana. The advantage is you will not have to be waited on by an assistant if
you don't require consultation and the store location is busy. The machine is capable of holding several hundred items in
multiple forms of marijuana. CaNNaBoX™ is a secure robotic device specifically designed for dispensing cannabis products
in secure prepackaged amounts, in complete accordance with state law requirements, in licensed dispensaries, and only to legal
buyers.
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FutureWorld has teamed up with American Green to brand the Zazzz
Dispensary machine with the CaNNaBoX™ logo and distribute the product across the United States and possibly worldwide.
Presently the Zazzz machine presented by American Green, which is first to the market, MedBox Inc.'s machine, and a vending machine
product by Endexx Corp also distribute the product. The model for FutureWorld is to bring 1500 units to market within a couple
years in accordance with our JV goals alongside American Green and its Zazzz machine.
There will be a revenue sharing agreement with American Green
and FutureWorld for every placed CaNNaBoX™ machine via monthly leasing and transaction costs. We are currently putting
together the details of the JV with American Green and beginning the marketing and design phase of our product. Revenues
are purely a function of quantity at this point. A monthly leasing fee of approximately $150 dollars a month and a transaction
cost somewhere between $1.50 and $2.00 per. Competing brands are to look for a large upfront expenditures from dispensaries
for the machines which we believe will make their sales model harder to actual achieve sales nationwide.
CaNNaBoX™ will be marketed exclusively through our new
dispensary division, DispenseTek. DispenseTek was created to market and sell dispensary related products and services including
but not limited to CaNNaBoX™. It is important to understand, CaNNaBoX™ robotic dispensaries are secure delivery
and control systems for use in licensed cannabis dispensaries and not "vending machines". Their specific design benefits
public safety, governance, dispensaries, and consumers.
HempTech has also signed an agreement with Colorado Flower Company
to provide turnkey state-of-the-art technology for their grow facility which is being built on our land in Colorado. The contract
calls for $1.5M and the technology is leased at $190K per month for five years.
FutureLand Corp.
On October 06, 2014, the Company has formed a 100% owned subsidiary:
FutureLand Properties, LLC in the state of Colorado. FutureLand's primary purpose is to purchase properties for lease back or lease
to Hemp farmers and medical cannabis growers. FutureLand Properties purchased a 240 acres of agricultural land in the southern
Colorado. FutureLand Properties, LLC, closed on 237 acres in southern Colorado on October 30th, 2014 for the purpose of leasing
to licensed Cannabis and Hemp growers. The decision was made based on increased demand for medical and recreational cannabis and
loosening of some restrictions in Colorado. We believe the future of cannabis grows will belong to large state-of-the-art facilities
much like agricultural industry. In Colorado and other legal states, only few large cannabis grow facilities will remain which
would allow for easier supervision and administration by the State and Federal government.
FutureLand Corp. (FUTL), is a leading provider of strategic
real estate investment and grow facilities and solutions to the global cannabis industry. FutureLand merged with Aegea Inc in March
2015 and have gone through the process of getting new ticker symbol established and approved through FINRA and became a public
company. We believe this will be a real boon for shareholders as we expect great things from FutureLand Corp. in the not too distant
future. We are also in the process of clearing the S1 for filing with SEC. Initial documentation is the substantial part of the
process. FutureLand has been very busy building a sustainable business plan and laying the
groundwork for an incredible and productive year.
Recent Company Events
On October 17th, 2014, Mr. Cameron Cox was selected as CEO of
FutureLand Properties, LLC. Company's initial land and property acquisition strategy will be geared toward negotiating, leasing
or acquiring hemp farms and legal medical marijuana dispensary locations nationwide. Negotiating property locations for Hemp farming
and, especially, medical marijuana dispensaries with quality control-labs will be a key factor in success. With thousands of dispensaries
popping up nationwide and thousands of acres of land that will be earmarked for hemp farming, the Company sees great opportunity
to be part of the land or location deal transactions.
On March 10, 2015, an Exchange Agreement was entered (the "Agreement"),
by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company
("the AEGA Holders"), and FutureWorld, Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which
is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter referred to as "FLP"), a Colorado
Limited Liability Corporation. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange
Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets,
intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.
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In connection with the Exchange Agreement, the Company issued
an aggregate of 27,845,280 shares of its common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase
and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for
certain actions, including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment
of two directors as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt
forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% of
the outstanding shares of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares
as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such
exchange and returned to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA
Holders shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding
shares of the Company, issuable within ten days of the end of each fiscal quarter following such initial issuance. Pursuant to
the Agreement, all assets of the Company, including all intellectual property, contractual rights, business plans, architectural
works, property rights, and other valuable matters, shall be sold to the AEGA Holders, into a new private entity formed at their
direction, control and benefit, in settlement for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities
will be assumed by the new private entity.
In May 2015, the Company changed its name to FutureLand, Corp.
and effected a 1 for 400 reverse stock split of the Company's common stock.
As of the date of this report, certain required actions have
been taken by the parties such as change in management and the issuance of 27,845,280 common shares as discussed above and such
Exchange Agreement is binding on the parties with closing subject to the completion of remaining actions. Upon closing and the
contemplated cancellation of all outstanding shares of Series B convertible preferred stock, this transaction is expected to be
accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP
will have voting and management control of the combined entity.
On January 1, 2015, Mr. John Verghese was elected as the CEO
of HempTech Corp.
On January 1, 2015, Mr. Terry Gardner was elected as the VP
of development of HempTech Corp.
On March 28st, 2015, the Company has terminated Mr. Bill Short
as then CEO of CB Scientific. The company has also initiated a law suit against Mr. Short for breach of contract and fraud.
Our Strategy
Our strategic plan consists of the following:
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1. |
Continued expansion of our worldwide network of hemp farmers. |
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2. |
Establish the infrastructure to grow hemp domestically in accordance with federal and state law |
|
3. Continue to develop our product offerings containing natural, hemp-based CBD. |
|
4. |
Continue research and development to characterize additional cannabinoids to drive continued product development. |
|
5. |
Continue to develop our manufacturing process on our CBD and THC test kits and seek patent protections for our unique processes. |
|
6. |
Evaluate strategic acquisitions |
Hemp – an Overview
Hemp is an industrial plant related to
marijuana. Fiber from the plant has long been used to make paper, clothing, rope and other products. Its oil is found in body-care
products such as lotion, soap and cosmetics and in a host of foods, including energy bars, waffles, milk-free cheese, veggie burgers
and bread.
Numerous uses exist, including hemp plant
extracts that are used as a medicine, nutritional supplements and food sources. Beyond this, applications into textiles, building
materials, bio-fuels, paper, bio-plastics, livestock feed/bedding as well as personal care products are readily available.
Hemp is a cousin to marijuana as both are
classified under the same biological category of Cannabis L Sativa. The basic difference between the two is that marijuana has
significant amounts of tetrahydrocannabinoil (THC) (5–20%), a psychoactive ingredient; whereas hemp has virtually no THC
(less than 0.3%). This 0.3% THC in hemp is not high enough to provide the colloquial "high" to support recreational usage.
Typical marijuana ranges from 5–20% THC for psychoactive usage. Canada, China and the United Kingdom are examples of major
industrialized countries that have grown hemp responsibly and thrived from their endeavors.
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Changes in the Law and Development Programs
For the first time since 1937, industrial
hemp has been decriminalized at the federal level and can be grown legally in the United States, but on a limited basis. A landmark
provision in the recently passed Agricultural Act of 2014 recognizes hemp as distinct from its genetic cousin, marijuana. Federal
law now exempts industrial hemp from U.S. drug laws in order to allow for crop research by universities, colleges and state agriculture
departments. The new federal law, written by U.S. Rep. Jared Polis (D-CO) and U.S. Sen. Mitch McConnell (R-KY), allows for agricultural
pilot programs for industrial hemp "in states that permit the growth or cultivation of hemp."
Market, Customers and Distribution Methods
The market, customers and distribution
methods for hemp-based products are large and diverse. These markets range from hemp-based bio plastics to textiles. This is an
ever-evolving distribution system that today only has a few outlets in mainstream commercial and retail stores. However, we believe
that as awareness grows for the "green," environmentally-friendly products derived from hempcannabis, the industry will
adapt its current product lines to integrate them with hemp-based additives or replace harmful components in their existing products
with the components of hempcannabis.
To understand the market and consumers
as well as distribution methods, we have studied all the uses of
hempcannabis and its legal structure in
the U.S. and abroad, including in the European Union, Africa and Latin America. There are more than 50,000 known uses for hempcannabis
based products, most of which were used in the past and were replaced by cotton, petroleumoil, concrete, corn and soybeans. We
believe the market potentially represents trillions of dollars in worldwide product sales. We will focus on the products management
feels will have the greatest positive environmental impact, profitability and ease to market. These tend to be new, innovative
products as well as the replacement of raw base materials for products that exist today, such as plastics, fuel, textiles, foods
and medical delivery devices.
Our target customers are first and foremost
end consumers via Internet sales, direct-to-consumer health and wellness stores, collectives, cooperatives, affiliate sales and
master distributors. Secondarily, we are targeting manufactures of products that can readily replace their raw base materials for
our base materials, making the products more environmentally friendly and sustainable. Next, we will target retail stores with
major distribution companies who have preexisting relationships with major retail chain stores. As we continue to develop our business,
these markets may change, be re-prioritized or eliminated as management responds to consumer and regulatory developments.
Intellectual Property
We have filed trademark applications on
our brands, logos and marks including CaNNaBoX, URVape, CannaTRAK, CannaBIT, HempTechRx, CaNNaLyTiX, DispenseTek, ejoint, URCig,
and SmartVape. We review our intellectual property portfolio on a periodic basis and we will continue to broaden our portfolio
in a fiscally prudent manner. We intend to file for patent protection on certain products and methods important to our business,
as those processes are developed and patentable.
We rely on a combination of patent and
trademark filings, laws that protect intellectual property, confidentiality procedures, and contractual restrictions with our employees
and others to establish and protect our intellectual property rights. As of July 14, 2015, the Company is preparing to file five
patents applications with USPTO. Patent applications will be a combination of Utility and Design patent applications that provide
coverage around certain core Company technology. If issued, Design patents provide protection for 15 years from the date of issue.
Utility patents provide protection for 20 years from the earliest non-Provisional application filing date. Subject to ongoing use
and renewal, trademark protection is potentially perpetual.
Research and Development
We opened a laboratory facility in Denver,
Colorado in May 2014. Our lab specializes in process development and product testing. We incurred research and development
expenses of $ 57,509.05 at the time of this document. We opened another lab at our location in Saint Petersburg, FL in January
2015. The lab, Bioceutical Sciences, is a new avant-garde laboratory, professionally run production, formulation, and analytics
lab working on their ISO/IEC 17025:9001 and CGMP certifications to establish themselves as one of the most premier cannabis related
research and production labs in the country. A well-seasoned team mentored by some of the most prominent cutting-edge scientists
from around the world will be bringing these and many more processes to the fore:
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| · | Water-soluble Cannabidiol |
| · | Convergence, high pressure liquid, gas, and thin layer chromatography methods |
| · | Mass Spectrometry (molecular mass) |
| · | Electron microscopy (SEM and TEM) |
| · | Supercritical extraction and chromatography |
Currently Bioceutical Sciences(TM) manufactures,
designs, processes and develops the following:
| · | (Hemp) CBD oil testing and analytics |
| · | Processed (Hemp) CBD oil with multi-variation in strength and quality |
| · | (Hemp) CBD oil formulations such as Vapes, Tinctures, Pills, Capsules, Edibles, and custom formulations
for nutraceutical companies |
| · | Bioceutical Sciences(TM) products and services are also available as Private label to retailers,
wholesalers and distributors worldwide. |
Bioceutical Sciences(TM) has also been
instrumental in developing unique products for CB Scientific, and URVape and will continue to do so in the foreseeable future.
Source and Availability of Raw Materials
for CBD Oil
The Company looks to receive raw materials
from several suppliers during 2014 and 2015. The Company is making arrangements with multiple suppliers which are expected to meet
the projected needs for materials for the upcoming years.
Government Regulation
For the first time since 1937, industrial hemp has been decriminalized
at the federal level and can be grown legally in the United States, but on a limited basis. A landmark provision in the recently
passed Agricultural Act of 2014 recognizes hemp as distinct from its genetic cousin, marijuana. Federal law now exempts industrial
hemp from U.S. drug laws in order to allow for crop research by universities, colleges and state agriculture departments. The new
federal law, written by U.S. Rep. Jared Polis (D-CO) and U.S. Sen. Mitch McConnell (R-KY), allows for agricultural pilot programs
for industrial hemp "in states that permit the growth or cultivation of hemp."
Government Patent on Cannabinoids
Government Regulation as antioxidants and neuroprotectants –
Abstract
Cannabinoids have been found to have antioxidant properties,
unrelated to NMDA receptor antagonism. This new found property makes cannabinoids useful in the treatment and prophylaxis of wide
variety of oxidation associated diseases, such as ischemic, age-related, inflammatory and autoimmune diseases. The cannabinoids
are found to have particular application as neuroprotectants, for example in limiting neurological damage following ischemic insults,
such as stroke and trauma, or in the treatment of neurodegenerative diseases, such as Alzheimer's disease, Parkinson's disease
and HIV dementia. Non-psychoactive cannabinoids, such as cannabidoil, are particularly advantageous to use because they avoid toxicity
that is encountered with psychoactive cannabinoids at high doses useful in the method of the present invention. A particular disclosed
class of cannabinoids useful as neuroprotective antioxidants is formula (I) wherein the R group is independently selected from
the group consisting of H, CH.sub.3, and COCH.sub.3. ##STR1##.
MISSION STATEMENT
FutureWorld Corp will seek out and capitalize on companies that
have developed or, are developing; disruptive technologies in Hemp/Cannabis science thereby creating several subsidiary companies
that will dominate their
sector.
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Business Summary
The address of our executive offices is: 3637 4th
Street North, Saint Petersburg, FL 33704 and our telephone number at that address is 427-474-1816. The address of our web site
is www.futureworldcorp.com. The information at our web site is for general information and marketing purposes and is not part of
this quarterly report for purposes of liability for disclosures under the federal securities laws.
FutureWorld Corp., a Delaware corporation, is a U.S. diversified
Industrial Hemp/ Medical Cannabis Company, which together with its subsidiaries, focuses on the identification, acquisition, development,
and commercialization of Hemp/Cannabis products, services and technologies globally under the banner of Cannabis 2.0.
We are seeking to acquire minority or full interest in currently
operating companies and disruptive technologies in the Industrial Hemp/Medical and Recreational Cannabis Industry globally; such
as vaporizers, lab testing, tracking systems, security, Cannabidiol (CBD) oil, testing kits, financial solutions, dispensaries
and other needed components. Our goal is to provide our acquired companies, current and future shareholders a clear strategy for
the growth of their companies and their investment in those companies.
We currently provide multiple products that supply the burgeoning
cannabis industry. The "picks and shovel" business model capitalizes of selling enterprises associated with the Industrial
Hemp and Medical Cannabis industries products that are essential in their success. Our products solve long standing problems in
cultivation, processing, and retail sales for industrial hemp and medical cannabis. The following divisions will continue to delve
even further into purchasing existing products or developing brand new products as the wholesale and retail space continues to
evolve. In addition, one primary focus is to manufacture, market, and sell products containing hemp derived CBD oil. We are
invested in the following portfolio companies as subsidiaries;
NutraCann Labs Inc.
CBD Oil- CBD is one of at least 60 cannabinoids found in hemp,
and is non-psychoactive. The Cannabidiol "CBD" is a compound in cannabis that has significant medical effects,
but does not make people feel "high" and can actually counter the psychoactive effects of THC. The reduced psychotropic
of CBD-rich cannabis makes it an appealing treatment option for patients seeking anti-inflammatory, anti-pain, anti-anxiety, anti-psychotic,
and/or anti-spasm effects without disconcerting lethargy. Scientific and clinical studies underscore CBD's potential as a
treatment for a wide range of conditions, including rheumatoid arthritis, diabetes, alcoholism, MS, chronic pain, schizophrenia,
PTSD, antibiotic-resistant infections, epilepsy, and other neurological disorders. CBD has demonstrated neuro-protective and neurogenic
effects, and its anti-cancer properties are currently being investigated at several academic research centers in the United States
and elsewhere.
The present usage for CBD oil in the United States is estimated
to be approximately 1,000-2,000 Kilograms a year and growing and with a yearly value of around $200,000,000. Currently, the apparent
current competitors are; CannaVest, Inc. and Medical Marijuana, Inc., which own portions of each other's companies, are the primary
supplier of CBD oil in the United States. They supply the product in bulk to affiliate distributors and sell it retail in plastic
tubes that are refined up to three levels. Real Scientific Hemp Oil™ is their trademark name.
NutraCann Labs has sourced its own CBD oil from Europe. We are
also developing plans to fund an overseas hemp cultivation project to provide a consistent and reliable supply to the United States
and beyond. Currently, industrial hemp cultivation is legal in twenty countries around the world. NutraCann's products are sold
under the brand name "cbdessence" on CBDESSENCE.COM.
NutraCann Labs will process the CBD oils that will be sold through
our online presence for retailing industrial hemp oil-based Cannabidiol (CBD) nutritional supplements, wellness and personal care
products and vapable CBD oils. NutraCann Labs will market items such as CBD oil, CBD infused edibles & multiple hemp related
items and cross market our vaporizers from URVape.com. NutraCann Labs will be featuring scientific grade hemp oil which is highly
sought after around the world. We will sell already recognizable brands including our own brands and drive
internet sales through ads, videos, social media and Search
Engine Optimization.
The global Nutraceutical market is projected to be in excess
of $200 billion by 2015 and the current US Nutraceutical and Dietary supplement market is valued at around $42 billion. CBDESSENCE.com
and URCBDOil.com will be at the forefront of this massive marketplace with significant opportunities. Cannabinoids (non-psychoactive
CBD) have been found to have antioxidant properties, unrelated to NMDA receptor antagonism. This new found property makes cannabinoids
useful in the treatment and prophylaxis of a wide variety of oxidation associated diseases, such as ischemic, age-related, inflammatory
and auto-immune diseases.
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Cannabinoids are found to have particular application as neuroprotectants,
for example in limiting neurological damage following ischemic events, such as stroke and trauma, or in the treatment of neurodegenerative
diseases, such as Alzheimer's, Parkinson's and HIV dementia. URCBDOil.com should be live by July 1, 2014 UPDATE). CBDESSENCE.com
and URCBDOil.com will assist FutureWorld to generate positive cash flow for both URVape and our CBD oil and CBD infused products
offered by NutraCann Labs.
CB Scientific, Inc.
CB Scientific, Inc. a wholly owned subsidiary based in Denver
Colorado has developed new technologies specifically for cannabis analytics. Charles Steinburg, President of Herbal Synergy and
Acting Vice President of CB Scientific Division, has been one of the main men behind gas chromatography testing in Colorado. Charles
Steinberg's credentials will prove to be an asset to CB Scientific He has been a judge at several High Times Cannabis Cups.
CB Scientific introduced the first ever personal cannabinoid detection kits. These kits test all your products in-house and at
your own convenience. These tests are quick, easy, and effective. CB Scientific's new PERSONALANALYTICS THC & CBD detection
kit is the first simple, quick and accurate consumer THC & CBD test which will give you're an accurate reading of THC or CBD
in any product you purchase, manufacture, or grow While many medical and recreational products are sold with cannabinoid
levels listed, these numbers are often not representative of what is being sold.
URVape, Inc.
URVape™ is our brand name vaporizer pen which is sold
with a charger and refill bottles. We market the product at URVape.com. It is our own trademarked vaporizer being marketed
and sold online and in retail shops. The product is cutting edge design and requires puffing on the pen to facilitate battery use.
The URVape vaporizing pen is sleek and lightweight. URVape will initially have oil vaporizers available and dry herb versions available
in the coming months.
URVape was started to contribute to the current revolution,
which has become an international phenomenon, known as the "Vaping" industry. URVape began test marketing OEM branded,
off-the-shelf oil vaporizers, whose design and utility was well received, and which promulgated our first vendor agreement in the
state of Colorado.
After studying the marketplace, with more than 466 vendors attempting
to reach nicotine consumers, we recognized early on that there were unsupported claims and deficiencies in the products and e-liquids
being sold. Product deficiencies were noted in the devices being used in combination with e-liquids, which, together could be producing
harmful elements. Consequently, these elements are being inhaled as a result of heating the contents of the e-liquids, thereby
producing potentially harmful changes to the initial ingredients. As a result, URVape has dedicated itself to providing products
that are free of any substances which, when heated for vaping, could be harmful.
URVape has entered into an exclusive Non-disclosure/Non-compete
contract with one of the foremost international vaping products manufacturers. Through our in-house Product Development personnel,
and through the hiring of a consultant whose area of expertise is microbiology, specific to cannabis and vaping, we have developed
two primary device changes that are being patented. These changes are designed to produce safe devices, built with safe materials,
and to exact temperature specifications suited to a variety of e-liquids that we will bring to market.
We are also developing new methods of producing, packaging and
flavoring a variety of e-liquids with the intention to provide consumers with happy, healthy and potentially curative products.
URVape's plans include the installation of its own laboratory
along with a "clean room" for production of its products. The goal is to become the market leader of safe vaping materials.
To that end, URVape has Trademarked "SafeVape" for use in describing the technologies utilized in bringing both devices
and e-liquids to the marketplace.
The E-cigarette, Cannabis and Herbal vaping industry is an ever
growing and evolving industry. Business models
need to be constantly adjusted and configured based on all moving
parts. But we are fortunate to be part of this historical moment in time where consumers around the globe will finally have access
to natural plant derivatives to enhance their health and enjoyment without the inherent side effects of synthetic medicines. URVape
will be part of that historical moment creating technologies for the delivery of its specialized, researched products. With the
decriminalization and legalization of cannabis for medicinal and recreational use in many states and countries throughout the world
the adoption of electronic vaporizing by the world's 1.2 Billion smokers - eCig or vaporizer market is the fastest market within
the tobacco (free) industry and estimated to be a multi-billion dollar industry within a few years.
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HempTech Corp:
HempTech Corp has several products available specifically geared
to helping cultivators of industrial hemp and medical cannabis maximum yields while helping to control costs. CaNNaLyTiX™
, SPIDer™, SmartSense™ ,Smart.NRG™ , and CaNNaTRAK™.
CaNNaLyTiX™ "A picture is worth a thousand
words" and being able to visualize all the various aspects of a cultivation enterprise solves challenges before they become
problems. CaNNaLyTiX™ is a dashboard controller system that allows the various computer systems to be integrated throughout
a cultivator's infrastructures. Using state-of –the-art API connecting software packages, CaNNaLyTiX™ can allow all
computer systems to be monitored with the ease of a smartphone app and the robust hardware of integrated servers or cloud-based
application.
CaNNaTRAK™- the next generation of barcode
& RFID tracking systems for keeping pace with the extensive demands of seed to sale tracking of Hemp/Cannabis for state compliance.
We are currently developing "game changer" modifications that will make it the ultimate software system in the industry.
CannaTRAK's Asset Tracking Management Software automates the major aspects of the Asset Life Cycle. The Product suite is made up
of modules, which are able to operate independently of one another, are able to be configured to work together, or to be integrated
with non-native applications. CaNNaTRAK™ software easily tracks assets using bar coding, radio frequency (RFID), imaging,
and wireless technologies. CaNNaTRAK™ software is designed under the client/server architecture, is multi-user and menu-driven
following industry-standard MS Windows protocols and graphical user interfaces. CaNNaTRAK™ applications are compatible with
MS Windows XP, Vista, Windows 7 & 8.1 operating systems and with SQL Server 2008 through 2013.
CaNNaTRAK's mobile information applications are compatible with
Windows Mobile devices and are tightly integrated with; bar coding, RFID, GPS, imaging, biometrics and wireless technologies.
Due to the State law, legal governance, compliance and tax reasons, we believe CaNNaTRAK™ will be an invaluable tool for
legal compliance and profitability from growers to dispensers of the legal medicinal marijuana. Over the past decade, 22 (any change
since November elections?)states have approved the use of medicinal marijuana. Medicinal marijuana has become an alternative to
traditional treatments for patients with clinical diseases such as cancer and HIV/AIDS. The medicinal marijuana market is estimated
to be valued in the billions of dollars initially and may provide hundreds of millions of dollars tax revenue for the state's tax
coffers.
We believe compliance and governance will be a big concern for
the state offices overseeing the cannabis lifecycle and CaNNaTRAK™ will be an invaluable tool to comply and monitor for the
medicinal marijuana industry. Our competition presently consists of the MITS system being used in the state of Colorado,
the BioTrackTHC system being used in the state of Washington, and MJ Freeway. Certainly we will look to enter every burgeoning
market throughout the United States.
SPIDer (Secure Perimeter Intrusion Detection Network)
is a system to meet the needs of theft and malicious attacks. While the economy is seeing improvement, theft, site destruction,
and malicious activity are still happening at an alarming rate and within the legal Cannabis/Hemp industry surging forward we can
expect no change particularly because of its specific draw. The SPIDer systems consist of 3 levels of detection to identify intruders
and threats in areas that are restricted.
The first level utilizes an electronically charged coaxial cable
woven into your chain link fencing. Excessive fence movement will set off an alarm through your network notification system that
someone is attempting to enter your facility. This is a very cost effective means to secure your site to meet security requirements
for your company. The second level consists of a visual intrusion monitoring system. It is a wireless, battery operated,
and connected
through the cellular network. It provides 24/7 monitoring and
notification through the internet and email system. Once an intruder is identified an alarm is sent to the security team with a
picture that allows you to identify if this is an authorized or unauthorized person.
The network system can quickly be deployed and moved to provide
security coverage as needed. The third level is a multi-level detection and verification system that uses both level one
and level two to rapidly identify a potential intruder and provide you information for a rapid decision. The combination of the
two systems provides the additional barriers for quick action. Sometimes seconds are critical in preventing serious damage or theft
at your site. The command center software provides intrusion notification to your network center and to individuals via email.
For level two and three you receive a picture that enables you to make a more informed and quicker decision concerning your action.
The SPIDer solution addresses the potential threat facing the
entire Cannabis/Hemp industry. With this system you are able to supply your security team with information that enables them to
be proactive in addressing these costly activities. Compliance with state rules and regulations for the Cannabis/ Hemp industry
is going to be essential. Though there are many security companies on the market, few are adapting themselves to the Cannabis
industry.
SmartSense- offers wireless security and smart
sensor mesh network for precision agriculture, irrigation systems, and greenhouses for the hemp industry. Our Smart Agriculture
models allow monitoring multiple environmental parameters involving a wide range of applications with smart sensors such as Leaf
Wetness, Atmospheric Pressure, Solar Radiation, Air Temperature / Humidity, Soil Temperature / Moisture, Ultraviolet Radiation
etc. The smart sensor information will be collected and sent via the cloud to the central office for analysis and procedural modifications.
FutureWorld is not aware of any another competitor in the United States. FutureWorld, through HempTech plans on marketing
the product to large and medium sized grow facilities since they will have the greatest need.
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SmartNergy- offers tools to analyze every aspect
of a cultivator's energy usage. Being fully integrated with CaNNaLyTiX™, one can visualize energy consumption in real-time
and track historical usage. The software's predictive functionality also helps optimize energy use challenges proactively. We believe
a cultivator's huge electric bills can be scaled back when the entire grow is looked at as a complete and fully integrated operation.
CaNNaBoX™- Much like a bank ATM, the CaNNaBoX™
machine operates with the swipe of a card, which will verify identity, age and prescription information of a medical marijuana
patient before releasing measured packages of marijuana. The advantage is you will not have to be waited on by an assistant if
you don't require consultation and the store location is busy. The machine is capable of holding several hundred items in
multiple forms of marijuana. CaNNaBoX™ is a secure robotic device specifically designed for dispensing cannabis products
in secure prepackaged amounts, in complete accordance with state law requirements, in licensed dispensaries, and only to legal
buyers.
FutureWorld has teamed up with American Green to brand the Zazzz
Dispensary machine with the CaNNaBoX™ logo and distribute the product across the United States and possibly worldwide.
Presently the Zazzz machine presented by American Green, which is first to the market, MedBox Inc.'s machine, and a vending machine
product by Endexx Corp also distribute the product. The model for FutureWorld is to bring 1500 units to market within a couple
years in accordance with our JV goals alongside American Green and its Zazzz machine.
There will be a revenue sharing agreement with American Green
and FutureWorld for every placed CaNNaBoX™ machine via monthly leasing and transaction costs. We are currently putting
together the details of the JV with American Green and beginning the marketing and design phase of our product. Revenues
are purely a function of quantity at this point. A monthly leasing fee of approximately $150 dollars a month and a transaction
cost somewhere between $1.50 and $2.00 per. Competing brands are to look for a large upfront expenditures from dispensaries
for the machines which we believe will make their sales model harder to actual achieve sales nationwide.
CaNNaBoX™ will be marketed exclusively through our new
dispensary division, DispenseTek. DispenseTek was created to market and sell dispensary related products and services including
but not limited to CaNNaBoX™. It is important to understand, CaNNaBoX™ robotic dispensaries are secure delivery
and control systems for use in licensed cannabis dispensaries and not "vending machines". Their specific design benefits
public safety, governance,
dispensaries, and consumers.
HempTech has also signed an agreement with Colorado Flower Company
to provide turnkey state-of-the-art technology for their grow facility which is being built on our land in Colorado. The contract
calls for $1.5M and the technology is leased at $190K per month for five years.
FutureLand Corp.
On October 06, 2014, the Company formed a 100% owned subsidiary:
FutureLand Properties, LLC in the state of Colorado. FutureLand's primary purpose is to purchase properties for lease back or lease
to Hemp farmers and medical cannabis growers. FutureLand Properties purchased a 240 acres of agricultural land in the southern
Colorado. FutureLand Properties, LLC, closed on 237 acres in southern Colorado on October 30th, 2014 for the purpose of leasing
to licensed Cannabis and Hemp growers. The decision was made based on increased demand for medical and recreational cannabis and
loosening of some restrictions in Colorado. We believe the future of cannabis grows will belong to large state-of-the-art facilities
much like agricultural industry. In Colorado and other legal states, only few large cannabis grow facilities will remain which
would allow for easier supervision and administration by the State and Federal government.
FutureLand Corp. (FUTL), is a leading provider of strategic
real estate investment and grow facilities and solutions to the global cannabis industry. FutureLand merged with Aegea Inc in March
2015 and have gone through the process of getting new ticker symbol established and approved through FINRA and became a public
company. We believe this will be a real boon for shareholders as we expect great things from FutureLand Corp. in the not too distant
future. We are also in the process of clearing the S1 for filing with SEC. Initial documentation is the substantial part of the
process. FutureLand has been very busy building a sustainable business plan and laying the groundwork for an incredible and productive
year.
FutureWorld Corp. employs a business model geared towards maximizing
value for our shareholders. We identify the potential acquisition, complete an extensive due diligence process and if all
requisite factors meet our criteria, the acquisition is then secured. FutureWorld targets technologies, companies or ideas that
are mature enough to provide an exit timeframe of one to three years. A great deal of emphasis is paid to the due diligence
process. Technologies are evaluated in terms of their usefulness, effectiveness, revenue potential and time to market.
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Following successful evaluation, these companies /technologies
are then acquired with a cash and/or stock deal, with FutureWorld Corp usually holding a significant majority stake of the new
entity. To capitalize on the opportunities the company offers, FutureWorld then begins the process of developing the technology/company
with infrastructural and financial support. As the company continues in its measured growth pattern, FutureWorld positions it to
either; enter the public arena, maintain the company as a wholly owned subsidiary, or sell the technology/company to gain a return.
The uniqueness of the FutureWorld Corp business model is that
it can reward the shareholder base in several ways. If the FutureWorld board of directors has determined that a company is ready
to begin trading on its own, then all FutureWorld shareholders receive dividend shares in the new public entity as well as retaining
their current stake in FutureWorld.
Moreover should the board of directors decide to sell the technology
or company outright, FutureWorld shareholders would receive a cash dividend on the sale of the asset.
Finally, if the company is better served to stay as a wholly
owned component of FutureWorld, then revenues generated from this would be a direct income stream for FutureWorld thereby increasing
shareholder value and capital strongholds for future acquisitions.
FutureWorld Corp. is also actively seeking joint venture partners
in the Hemp/Cannabis space. We identify strategic partners to come along side of in order to make use of each other's strengths
to more fully saturate the market and provide needed industry solutions.
On December 5, 2014, the Company announces the completion of
a Commercial Lease Agreement effective 1st day of December, 2014 by and between FutureLand Properties, LLC, a Colorado corporation
("Landlord") and Colorado Flower Company, LTD. ("Tenant"). FutureLand is the owner of land and improvements
commonly known as TWP 27 RNG 68 SEC 25: NE4NW4 LESS 3 ACRES FOR RIGHT OF WAY TOTAL ACRES 37, La Vita Colorado 81011 (hereinafter
the "Property"). FutureLand will be the owner of a 14,940 square foot greenhouse and any other structures to be constructed/situated
on the Property. The greenhouse and land may be collectively referred to hereinafter as the "Leased Premises.". This
Commercial Lease Agreement is for five (5) years and FutureLand shall also grant to the Tenant additional three (3) years options
to renew this Commercial Lease at Tenant's sole discretion.
The Company is to finance and build 2000+ plant cannabis cultivation
greenhouse for Colorado Flower Company on a 37 acres property owned by the Company. This large cultivation facility will be one
of many on the same property. Company is also to provide high tech automation solutions to control all processes in the greenhouses
based on HempTech's state-of-the-art technologies.
The Company (through separate agreements with HempTech and CB
Scientific) will provide greenhouse, processing equipment, Spider Security Technology, SmartSense, SmartNergy, CaNNaLyTiX, and
growing/laboratory equipment located on the Property provided by HempTech Corp and CB Scientific. HempTech Corp., a FutureWorld
Corp. subsidiary, will supply Spider Security Technology, SmartSense, SmartNergy and CaNNaLyTiX. CB Scientific, a FutureWorld Corp.
subsidiary, will supply all testing and laboratory equipment to the Grow.
The master lease agreement calls for $575,000 monthly lease
payments for the land, the greenhouse and the technology for five years. FutureLand Properties only leases the land, infrastructure
and technologies. It does not grow or sell or distribute any products that are in violation of the United States Controlled Substances
Act (US.CSA).
Spin-Off of FutureLand Properties, LLC.
On March 10, 2015, an Exchange Agreement was entered (the "Agreement"),
by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company
("the AEGA Holders"), and FutureWorld, Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which
is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter referred to as "FLP"), a Colorado
Limited Liability Corporation. The Exchange Agreement called for transfer all rights and assets by FLP into AEGA. The transfer
was completed on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10,
2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property,
contracts, leases, and real property which includes 200 acres in La Vita, Colorado. The Exchange Agreement became effective on
June 9th, 2015 after the completion of the transfer.
16
Index
In connection with the Exchange Agreement, we issued an aggregate
of 27,845,280 shares of our common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase and exchange
agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for certain actions,
including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment of two directors
as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt forgiveness totaling
$100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% of the outstanding shares
of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares as held by the AEGA
Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such exchange and returned
to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA Holders
shall receive additional shares for a period of one year from
the date of issuance in order to retain 4.9% of the outstanding shares of the Company, issuable within ten days of the end of each
fiscal quarter following such initial issuance. Pursuant to the Agreement, all assets of the Company, including all intellectual
property, contractual rights, business plans, architectural works, property rights, and other valuable matters, shall be sold to
the AEGA Holders, into a new private entity formed at their direction, control and benefit, in settlement for another $100,000
in debt due to AEGEA Holders by the Company and certain liabilities will be assumed by the new private entity.
As of July 22, 2015, the Company has not issued the 4.9% of
the outstanding shares of the Company calculated after the reverse stock split to the AEGA Holders.
In May 2015, we changed our name to FutureLand, Corp. and effected
a 1 for 400 reverse stock split of our common stock. All share and per share data in this annual report have been retroactively
restated to reflect the reverse stock split.
As of the date of this report, certain required actions have
been taken by the parties such as change in management and the issuance of 27,845,280 common shares as discussed above and such
Exchange Agreement is binding on the parties with closing subject to the completion of remaining actions. Upon closing and the
contemplated cancellation of all outstanding shares of Series B convertible preferred stock, this transaction is expected to be
accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP
will have voting and management control of the combined entity.
The board of directors, post director change, purchased the
assets and corporation being FutureLand from FWDG in exchange for the shares to be issued, which shall be distributed by FWDG.
On March 16, 2015, the then current board of directors of Aegea, Inc. Keith Duffy, Scott Duffy, Carran Schneider, David Zajac and
Lou Fuoco, did resign as directors of the Corporation, concurrent with the simultaneous appointment of Saed "Sam" Talari
and John Verghese being appointed as the sole directors of Aegea, Inc.
The transaction is an arm's length transaction and there are
no material relationships and conflicts between the parties. Mr. Talari or Talari Industries, has no relationship or ownership
of the other party of this transaction.
Disruptive Innovation
Harvard economist Clayton M. Christensen coined the term "Disruptive
Innovation" in 1997, to describe technologies that deliver a more effective and/or profitable alternative than the incumbent
solutions. FutureWorld recognizes that such innovations carry the promise of tremendous revenue potential provided that sound business
strategies and processes are devised, implemented and executed.
To this end, FutureWorld expends considerable efforts in identifying
and evaluating prospective technologies/companies for acquisition. We have a global network in place that taps the scientific community,
monitors industry developments and entertains ideas from entrepreneurs. Our core management team has a combined experience
of 70 years in investment, operations and executive management within the global telecommunications, medical, engineering and software
fields. This vast experience allows FutureWorld the unique opportunity to clearly decipher the true potential of disruptive
technologies and their consequent benefit to FutureWorld and its shareholder base.
Building strong companies
We are acutely aware that the technologies we target, by their
very nature, have the potential to positively impact many lives, and take this aspect of our business very seriously. We consider
the Hemp/Cannabis products to be among the best in the world. From both the wide swath of products that can be made, to the
jobs they can provide, to the medicinal value that can be harnessed. This entire industry is rife with boundless growth potential
but must be
approached in the right way. We believe in protecting
the patients, protecting the children and protecting the plant.
17
Index
FutureWorld's richly experienced management team appreciates
exactly what it takes to build successful and effective companies. We understand that the most important building blocks
of a company are its people. Our strategy is to locate and assemble highly motivated senior management teams, placing an
emphasis on integrity, proven experience within the industry and a proven track record. We extend extremely generous milestone-based
remuneration packages, with meaningful ownership positions that are geared to motivate and drive our colleagues to produce the
desired results.
The inventors or founders of a particular technology may not
always be the best entrepreneurs around which to build an effective company. Therefore, senior management is appointed strictly
on merit; it is not uncommon for FutureWorld to bring in fresh minds to these key positions. This is especially true regarding
the Hemp/Cannabis space.
FutureWorld also provides the new or acquired company with pertinent
experience through its own personnel in board member, directorship and advisory capacities. Furthermore, FutureWorld's team
is instrumental in providing valuable contacts for the development of the company's business, infrastructure and strategic partnership
opportunities.
Initial capital requirements, to finance the company through
its development phase, is either directly funded by FutureWorld or arranged through loans and or debt/equity instruments with our
financial partners. We sustain the company as it establishes its strategies and relationships, providing critical infrastructural
and personnel needs. FutureWorld then assists the subsidiaries as they go through their own initial rounds of raising funds
through a broad range of instruments, including private equity investments, loans and grants.
The subsequent phase of the company is the key; as it must execute
its business plan and achieve the agreed targets that have been set. FutureWorld continues to provide the support needed for sustained
growth. The subsidiary company's management is completely responsible for their internal growth; its progress is constantly monitored.
Processes and milestones are set up on manageable timelines and financial budgets are put in place. Actual, quantifiable
performances are periodically measured against these plans.
There is a constant flow of communication between the subsidiary
company(s) and FutureWorld's management team. FutureWorld goes to great lengths to keep our shareholders and the market informed
of the progress of each company through regular press releases, our website, social media such as Facebook and Twitter and shareholder
letters.
Value Proposition
The goal for each of our investments is to provide value to
our shareholders. When FutureWorld's Board of Directors votes that a wholly owned subsidiary is ready to be publicly traded on
its own merits, FutureWorld manages the entire process from start to finish. FutureWorld's management team is well versed
in the regulatory and procedural requirements necessary to list a subsidiary on the proper trading market. This has resulted in
an established pool of key professional relationships from which to draw while this process is being completed.
Additionally, FutureWorld brings value through acquisitions.
This is important as FutureWorld continues to seek and acquire disruptive technologies and companies that solve the pain points
of the Hemp/Cannabis industry thereby increasing shareholder value and bottom-line profitability for the company.
A unique component of FutureWorld's business model is to provide
dividends for its shareholders. This is accomplished in three ways:
| 1. | Stock dividends in the newly created public entity while maintaining shareholders' current investment
in FutureWorld Corp. |
| 2. | Cash dividend in the event the company and/or technology is sold with the payout based on current
shareholding of FutureWorld Corp. |
| 3. | Maintaining share price through revenues of FutureWorld's wholly owned subsidiaries as a long term
operator. |
FutureWorld also retains a stake in the exited companies that
go public thereby allowing the company to have the assets necessary to provide funding for new acquisitions.
Revenue Model
Compared to other companies in our arena, FutureWorld has a
unique revenue model. Through our subsidiaries, FutureWorld will earn both revenue and create bottom-line tradeable securities
value through the stock reserved from the exits.
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Index
FutureWorld earns revenue in the following ways:
Securities: As FutureWorld, we create separate public markets
for our subsidiaries and retain a percentage of the freely marketable securities. FutureWorld can then sell these shares, at any
time, to raise appropriate funds to execute acquisitions and/or investments in other companies/technologies.
Fees: FutureWorld's personnel provide significant direct
infrastructural support to its subsidiary companies, expending many intensive man-hours in the process, as it goes through its
various stages. Services include management recruitment, managerial assistance with strategic planning, human resources,
real-estate management, marketing and other business matters.
FutureWorld's team also provides financial and tax reporting
support, as well as cash management, treasury and auditing.
The subsidiary companies could pay a fee for some of these services.
Fees are determined by the type and length of service provided if applicable. These fees are usually deferred until the subsidiary
has available cash-flow to pay for the services.
Dividends from Subsidiaries: In some instances, the wholly owned
subsidiary may pay a cash dividend. Should dividend payouts occur from these subsidiaries, FutureWorld would receive these payouts
as income on the shares owned, as FutureWorld retains a major portion of shares from these subsidiaries.
Risk Analysis
As FutureWorld executes its business model, there are specific
challenges we must seek to overcome. Our greatest challenge is to ensure the ability of our subsidiary companies and in-house
technologies to execute their own business plans. The risks from competition, market conditions, product development, fund timing
and operational effectiveness all affect the success of FutureWorld's technologies and subsidiaries. For this reason, FutureWorld
has assumed a more direct and "hands on" approach to achieving set goals.
FutureWorld's seasoned and successful management team's primary
efforts are directed at mitigating these specific risks. These efforts include the extensive due diligence expended prior
to an acquisition, the care in selecting highly motivated individuals to specific tasks and to setting up and closely monitoring
goal-oriented, measurable processes.
The facilitation of the early round funding is a key; being
under the FutureWorld umbrella provides these young companies access to valuable resources and contacts; as do the divisions managing
the technologies within the group. FutureWorld's stated strategy is to exit the technologies/companies within three years of acquisition
but our position on this is changing. FutureWorld is shifting more toward operating companies for a longer term while reserving
the right to spin a company out that really needs to stand on its own. We understand that many factors contribute to the execution
of this strategy and this may not be possible 100% of the time. However, timelines, a goal-oriented philosophy and keeping
constant focus help to mitigate risks presented by both internal and external forces.
Competition is always a risk for any enterprise. The previous
section discussed the types of companies with whom FutureWorld competes for deal-flow and potential investments. Through
the FutureWorld team's extensive networks, participation in investment community's events as well as alliances with consulting
firms such as Florida Cannabis Coalition and The Arcview Group, FutureWorld has superb access to constant deal-flow in the areas
it targets for investment.
FutureWorld Corp. is a publicly traded company and therefore
exposed to the risk of market volatility and external factors that affect stock performance. FutureWorld attempts to mitigate
such risks by providing a constant flow of information to our shareholders via press releases, through our corporate website and
social media.
We believe our model is very compelling to the investment community.
Strong leadership, vast experience in management, operations and financing make an investment in FutureWorld a solid, sound decision.
About FutureWorld Business Model
FutureWorld Corp., a Delaware corporation, is a U.S. Diversified
Hemp/Cannabis Holding and Operating Company listed on the Over the Counter exchange market.
FutureWorld is seeking to acquire minority or full interest
in currently operating companies and disruptive technologies in the Hemp/Cannabis Industry globally; such as vaporizers, CBD oil,
Testing Kits, Lab Testing, Security, Tracking, Soils, Energy Management, Dispensaries Edibles and grows. Our goal is to provide
our acquired companies, current and future shareholders a clear strategy for the growth of their companies and their investment
in those companies. Companies we bring in, if warranted, may be spun out on their own or sold, thereby creating cash or share dividends
to all shareholders including the management and the companies.
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Index
About the Hemp/Cannabis Market
Legal marijuana is among the fastest-growing markets in the
United States, and it's growing at a rate poised to outpace the expansion of the global smartphone market, according to a new report
obtained exclusively by The Huffington Post.
Researchers surveyed hundreds of medical cannabis retailers,
processors, dispensary owners and industry leaders over the course of six months this year, and estimated that more than $1.43
billion worth of legal marijuana will be sold in 2014. The report also predicts that figure to grow by 64 percent, to $2.34 billion
next year. By comparison, recent figures show the smartphone market expanded 46% from 2012 to 2014.
The fact is that this increase represents the fastest growth
rate of any US industry that ArcView Market Research
could find.
Medical marijuana is currently legal in 22 states and the District
of Columbia. (Just modified now as Florida has passed legal medical cannabis with the Charlotte's Web strand; full strength medical
marijuana is set for vote on Nov. 4, 2015) Colorado is predicted to add $359 million to its existing market in 2014 and $500
million in 2015.
The marijuana industry's growth coincides with a widespread
shift in the public's attitude toward the substance. A Gallup poll conducted last month found that for the first time in history,
more than half of Americans think pot should be legal for both medical and recreational purposes. A CNN documentary that aired
this summer explored marijuana's benefits for a mainstream audience. "There has been a seismic shift in public attitudes towards
marijuana," Berg said, explaining that as public opinion changes, laws are likely to follow. "Younger voters will become
a bigger proportion of the overall voting base. It begins with shifts in attitudes and that translates to initiatives."
The report predicts that 14 more states will legalize marijuana
for recreational adult use in the next five years, creating a potential $10.2 billion cannabis market by 2018. Berg added that
his research only examined the sale of cannabis itself, whether wholesale to retailers or directly to consumers. He said that the
market for ancillary products, such as security equipment, grow tools, apps and paraphernalia, has the potential to drive growth
still further.
Our Acquisition Strategy
To cater to this ever expanding Hemp/Cannabis movement, FutureWorld
intends to become a unique diversified picks and shovels company by acquiring minority (or majority) stake in small and medium
size and disruptive Hemp/Cannabis related Technology companies globally. The process of the acquisition of any targeted companies
is as follows;
| 1- | Locate and seek out unique and disruptive companies within the industry that have unique products,
billion dollar market potential and strong management team. |
| 2- | Assess their product path and stage of development, the required funding and corporate structural
need. |
| 3- | Purchase a minimum of 10% to 100% stake of these companies based on factors such as, market valuation,
funding need, market potential and internal negotiations. Acquisition would be structured through a stock exchange by and
between FutureWorld and the target company (public or private) or cash or both. |
| 4- | Each company will have a representative on the board of the directors of FutureWorld and selected
member of their management teams may be offered corporate positions with FutureWorld. |
| 5- | Minority held companies will keep control in decision making and policies. |
| 6- | With each successive acquisition by the parent company, FutureWorld, the shares held by the investors
and the acquired companies will become more valuable and stronger. |
| 7- | Foster the growth of the acquired company by our assistance to its management, and by corporate,
product development, sales, expansion and funding support. |
| 8- | The acquired company may be sold, through a clear exit strategy, or spun out as a public company
on one of the trading exchanges, such as the Bulletin Board Pink Sheets, by the decision of its board of directors and assistance
by FutureWorld or held to operate for the long term. This will insure the ability for the company to attract investors and raise
sufficient capital for operations and any and all capital expenditures. |
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Role of FutureWorld and Benefits to the Acquired Companies
FutureWorld will be responsible for the following:
| 1. | Working closely with the management to develop a proper business plans in order to attract investors
and to |
insure the company remains in
a high growth path.
| 2. | Author a Private Placement Memorandum in order to sufficiently raise capital to execute the new
and approved business plan. |
| 3. | Develop a workable budgets, business and financial plans. |
| 4. | Assist in attracting and hiring necessary personnel for operations. |
| 5. | Assist in building the necessary infrastructure to support the company's goal, acquiring machinery
and equipment, funding alternatives, and management expertise in their particular area of operations. |
| 6. | Schedule meetings with private investors, capital groups, fund managers and investment houses in
order to properly raise the sufficient capital needed to execute the business plan. |
| 7. | Increase value in your FutureWorld shares with each additional acquisition. |
| 8. | Cross marketing, joint ventures and sales opportunity with sister companies and prospective acquisition
targets. |
| 9. | Expertise input from qualified management team from the sister companies. |
| 10. | Increase in your company's overall valuation. |
| 11. | Provide exit strategy support through a sale or an Initial Public Offering. |
| 12. | Provide support with listing the company on an appropriate trading exchange including all accounting,
legal, SEC filings, and Edgar filings. |
| 13. | Manage the public market with respect to all investor relations, public relations and trading of
securities. |
| 14. | Manage any and all mergers and acquisitions. |
| 15. | Run day-to-day operations of some companies with the intent to grow revenues for the company and
its shareholders. |
Our Employees
At the date of this annual report, we have eight full-time
employees. Sam Talari, our CEO, director. Cameron Cox, our VP of Business Development and CEO of FutureLand Corp.
Henry Biza, CEO of CB Scientific. Kevin Defant, our Product Development Tech. John Verghese, CEO of HempTech. Terry Gardner,
VP of HempTech. Alan Mathon, principle scientist for Bioceutical Sciences. Karin Rohret, Controller.
Item 1A. Risk factors
Not applicable to a "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K.
Item 1B. Unresolved staff
comments
None.
Item 2. Properties
During the Company's initial stage, it has limited need for
use of office space or equipment. We maintain our executive's offices in office space provided by the principals at no cost
to the Company in Saint Petersburg, Florida. We believe the facilities are adequate for our operational needs. We
may require additional offices in the event we obtain funding and acquire customers.
Item 3. Legal proceedings
(a) On Monday March 30, 2015,
FutureWorld Corp, filed a fourteen count lawsuit in the Circuit Court in Pinellas County, Florida against several former consultants
and two entities owned by such persons. The fourteen counts include counts for theft of intellectual and actual property, embezzlement,
computer fraud, tortious interference with existing business relationships, and for an immediate injunction against all the defendants
named to stop them from conducting any business transactions or being involved in the same business as CB Scientific and related
FutureWorld entities. All the named individual defendants had been contracted consultants to the Company and subject to non-competition
and non-circumvention agreements. In the lawsuit it is alleged that these defendants purposefully stole test kit properties, plans,
and attempted to derail and stall sales of test kits, all the while setting up their own businesses to compete with FutureWorld's
CB Scientific, in violation of their agreements contractually. FutureWorld has sued Bill Short, Derek Lebahn, Charles Steinberg,
Richard Buck, Ander Marlatt, Herbal Synergy, LLC and JCRAB Industries. FutureWorld will pursue actual damages, punitive damages,
as well as an injunctive order against all defendants for ceasing all business activities in all of the CB Scientific business
arena or activities related to FutureWorld's business.
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Index
(b) We did not terminate any
legal proceedings during the fourth quarter of our 2015 fiscal year.
Item 4. Mine Safety Disclosures
Not Applicable
PART II
Item 5. Market for registrant's common
equity, related stockholder matters and issuer purchases of equity securities
Our common stock is quoted
on OTC Pink Sheets under the symbol "FWDG".
Price History of our common stock.
The following table sets forth high and
low bid quotations for the quarters indicated and trading volume data for our common stock for the period indicated. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual
transactions.
|
|
High Bid |
|
|
Low Bid |
|
Fiscal 2014: |
|
|
|
|
|
|
Fourth Quarter |
|
$ |
.042 |
|
|
$ |
.034 |
|
Third Quarter |
|
$ |
.01 |
|
|
$ |
.01 |
|
Second Quarter |
|
$ |
.01 |
|
|
$ |
.008 |
|
First Quarter |
|
$ |
.01 |
|
|
$ |
.005 |
|
|
|
|
|
|
|
|
|
|
Fiscal 2015: |
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
.005 |
|
|
$ |
.0007 |
|
Third Quarter |
|
$ |
.011 |
|
|
$ |
.005 |
|
Second Quarter |
|
$ |
.030 |
|
|
$ |
.022 |
|
First Quarter |
|
$ |
.024 |
|
|
$ |
.018 |
|
As of March 31, 2015, we had 349 shareholders
of record and approximately 5300 beneficial
shareholders, and we had 731,525,768 shares of $0.0001 par value
common stock outstanding.
Dividend Policy
We have never declared or paid any cash
dividends on our capital stock. We do not have earnings out of which to pay cash dividends. Our board of directors has
the authority to declare cash dividends when and if we have earning sufficient for that purpose.
Equity Compensation Plan
See description our Stock Option Plan in
Item 12.
Transfer Agent
We have engaged ClearTrust Stock Transfer,
Inc. to serve as our stock register and transfer agent. ClearTrust's address is 17961 Hunting Bow Circle, Unit 102,
Lutz, FL 33558.
Item 6. Selected financial data (Unaudited)
Not applicable
22
Index
Item 7. Management's discussion and analysis
of financial condition and results of operations
Our significant accounting policies are
more fully described in Note 1 to the financial statements. However, certain accounting policies are particularly important to
the portrayal of our financial position and results of operations and require the application of significant judgment by our management;
as a result they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment
to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on knowledge
of our industry, historical operations, terms of existing contracts, and our observance of trends in the industry, information
provided by our customers and information available from other outside sources, as appropriate.
Our critical accounting policies include:
● |
Revenue Recognition. We recognize revenue from licensing
our software upon the installation and acceptance of the software by customers in accordance with Statement of Position 97-2, Software
Revenue Recognition. When a software sales arrangement includes rights to customer support, the portion of the license
fee allocated to such support is recognized ratably over the term of the arrangement, normally one year. Revenue from
professional services arrangements will be recognized in the month in which services are rendered over the term of the arrangement.
|
● |
Long-Lived Assets - We depreciate property and equipment and amortize intangible assets, including software development costs over the respective assets' estimated useful life and periodically review the remaining useful lives of our assets to ascertain that our estimate is still valid. If we determine a useful life has materially changed, we either change the useful life or write the asset down or if we determine the asset has exhausted its useful life, we write the asset off completely. |
|
Stock Based Compensation - We account for stock based compensation under the provisions of Statement of Financial Accounting Standards No. 123, (revised 2004) Share-Based Payments. Under the fair value recognition provisions of SFAS 123R, we recognize stock-based compensation expense net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award. Calculating stock-based compensation expense requires the input of subjective assumptions, including the expected term of the option grant, stock price volatility, and the pre-vesting option forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns. We estimate stock price volatility based on historical implied volatility in our stock. In addition, we are required to estimate the expected volatility rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised or cancelled. |
● |
Income Taxes - We record federal and state income tax liability in accordance with Statement of Financial Accounting Standards No. 109 – Accounting for Income Taxes. Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Recent Accounting Pronouncements:
a. The Company reviews new accounting
standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued
subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential
effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a
material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement
of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent
to March 31, 2015 through the date these financial statements were issued.
PLAN OF OPERATIONS
As more fully described in "LIQUIDITY
AND CAPITAL RESOURCES", we had $ 3,714 in cash at March 31, 2015, and 60,047 respectively, remaining on the lines of credit
from Mr. Talari with which to satisfy our future cash requirements. Our management believes that the credit lines will support
only limited activities for the next twelve months. We are attempting to secure other sources of financing to develop our business
plan, and to implement our sales and marketing plan. We have no assurance we will be able to obtain additional funding to sustain
even limited operations beyond twelve months based on the available lines of credit with Mr. Talari and FutureTech. If we do not
obtain additional funding, we may need to cease operations until we do so and, in that event, may consider a sale of our technology.
Our plan of operations set forth below depends entirely upon obtaining additional funding.
23
Index
We do not have any ongoing discussions,
arrangements, understandings, commitments or agreements for additional funding. We will consider equity funding, either or both
of a private sale or a registered public offering of our common stock; however, it seems unlikely that we can obtain an underwriter.
We will consider a joint venture in which the joint venture partner provides funding to the enterprise. We will consider debt financing,
both unsecured and secured by a pledge of our technology. As noted above, we may be forced to cease operations without additional
funding, after our limited cash and line of credit with Mr. Talari are exhausted.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended March 31, 2015, the Company
incurred a net loss of $1,405,156. As of March 31, 2015, the Company had a working capital of $3,715 and $3,715 in cash with
which to satisfy any future cash requirements. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. The Company depends upon capital derived from future financing activities such as loans
from its officers and directors, subsequent offerings of its common stock or debt financing in order to operate and grow the business
either directly or through its subsidiary. There can be no assurance that the Company will be successful in raising
such capital. The key factors that are not in the Company's control and that may have a direct bearing on operating results. These
factors include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future,
the ability to expand its customer base, and the ability to hire key employees to grow the business. There may be other risks
and circumstances that management may be unable to predict.
We had no other contractual obligation or
material commercial commitments for capital expenditures.
Off-Balance Sheet Arrangements
We do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships, such as special purpose entities or variable interest
entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.
Not Required.
Item 8. Financial statements and
supplementary data
Financial Statements of FutureWorld
Corp. as of and for the years ended March 31, 2015 and 2014
24
Index
CONTENTS
|
|
Report of Independent Registered Public Accounting Firm – Unaudited Statement (Report Removed) |
1 |
|
|
Consolidated Balance Sheets as of March 31, 2015 and 2014 |
2 |
|
|
Consolidated Statements of Operations for the Years Ended March 31, 2015 and 2014 |
3 |
|
|
Consolidated Statements of Cash Flows for the Years Ended March 31, 2015 and 2014 |
4 |
|
|
Consolidated Statement of Changes in Stockholders' Equity for the Years ended March 31, 2015 and 2014 |
5 |
|
|
Consolidated Notes to Financial Statements |
6 |
25
Index
Consolidated Balance Sheets |
|
|
|
As of March 31, |
|
|
|
2015 |
|
|
2014 |
|
Current Assets |
|
|
|
|
|
|
Cash in Banks |
|
$ |
3,715 |
|
|
$ |
2,000 |
|
Inventory |
|
|
47,932 |
|
|
|
|
|
Accounts Receivable |
|
|
382,782 |
|
|
|
|
|
Prepaid expenses |
|
|
100 |
|
|
|
- |
|
Total Current Assets |
|
|
434,529 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
Property and Equipment |
|
|
|
|
|
|
|
|
Furniture and Fixtures |
|
|
- |
|
|
|
- |
|
Office Equipment |
|
|
4005 |
|
|
|
- |
|
Accumulated Depreciation |
|
|
-128 |
|
|
|
- |
|
Total Property and Equipment, Net of Depreciation |
|
|
3,877 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Other Assets
Marketable Securities |
|
|
34,850,000 |
|
|
|
|
|
Intangible Assets |
|
|
1,698 |
|
|
|
|
|
Investment in Subsidiary |
|
|
93,165 |
|
|
|
- |
|
Security Deposits |
|
|
2,205 |
|
|
|
- |
|
Total Other Assets |
|
|
34,947,068 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
35,385,474 |
|
|
$ |
2,000 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts Payable |
|
$ |
26,400 |
|
|
$ |
6,350 |
|
Accrued Expenses |
|
|
880,371 |
|
|
|
1,089,530 |
|
Notes Payable |
|
|
457,204 |
|
|
|
|
|
Deferred Revenue |
|
|
190,000 |
|
|
|
|
|
Total Current Liabilities |
|
|
1,553,975 |
|
|
|
1,095,880 |
|
|
|
|
|
|
|
|
|
|
Long Term Liabilities |
|
|
|
|
|
|
|
|
Loans & notes payable - Related Parties |
|
|
113,169 |
|
|
|
277,338 |
|
Total Long Term Liabilities |
|
|
113,169 |
|
|
|
277,338 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
1,667,144 |
|
|
|
1,373,218 |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
|
Preferred stock, $.0001 par value, 100,000,000 shares authorized,
10,000,000 and 0 shares issued and
outstanding |
|
|
1,000 |
|
|
|
|
|
Common stock, $.0001 par value, 1,900,000,000 shares authorized, |
|
|
|
|
|
|
|
|
731,525,768 and 446,373,966 shares issued and outstanding |
|
|
73,153 |
|
|
|
44,637 |
|
Additional Paid-in Capital |
|
|
41,112,757 |
|
|
|
4,647,567 |
|
Retained deficit accumulated |
|
|
(7,468,578 |
) |
|
|
(6,063,422 |
) |
|
|
|
|
|
|
|
|
|
Total Stockholders' Equity (Deficit) |
|
|
33,718,331 |
|
|
|
(1,371,218 |
) |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of this financial statement.
26
Index
FUTUREWORLD CORP.
Consolidated
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
Operating Revenues |
|
|
|
|
|
|
Net Sales |
|
$ |
53,965 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Total Operating Revenue |
|
|
53,965 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
Salaries and Benefits |
|
|
403,059 |
|
|
|
129,338 |
|
Other Administrative Expenses |
|
|
625,854 |
|
|
|
12,570 |
|
Total Operating Expenses |
|
|
(1,028,913 |
) |
|
|
141,908 |
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
|
(974,948 |
) |
|
|
(141,908 |
) |
|
|
|
|
|
|
|
|
|
Other Income and (Expenses) |
|
|
|
|
|
|
|
|
Forgiveness of Debt |
|
|
(6,900 |
) |
|
|
|
|
Interest expense |
|
|
(423,309 |
) |
|
|
(14,411 |
) |
Total Other Income and (Expenses) |
|
|
(430,209 |
) |
|
|
(14,411 |
) |
|
|
|
|
|
|
|
|
|
Net Loss For the Period |
|
|
(1,405,157 |
) |
|
|
(156,319 |
) |
|
|
|
|
|
|
|
|
|
Average Number of Shares Outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
478,562,219 |
|
|
|
429,173,367 |
|
|
|
|
|
|
|
|
|
|
Fully Diluted |
|
|
731,525,768 |
|
|
|
429,173,367 |
|
|
|
|
|
|
|
|
|
|
Net Loss Per Common Share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.0029 |
) |
|
$ |
(0.0004 |
) |
|
|
|
|
|
|
|
|
|
Fully Diluted |
|
$ |
(0.0019 |
) |
|
$ |
(0.0004 |
) |
The accompanying notes are an integral part
of this financial statement.
27
Index
FUTUREWORLD CORP. |
Consolidated Statement of Changes in Stockholders Deficit |
|
|
Common Stock |
|
|
Paid-in Capital |
|
|
Deficit |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 31, 2012 (Revised) |
|
$ |
416,373,966 |
|
|
|
41,637 |
|
|
|
4,620,567 |
|
|
|
-5,788,872 |
|
|
|
-1,126,668 |
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118,231 |
) |
|
|
-118,231 |
|
Balance, March 31, 2013 |
|
|
416,373,966 |
|
|
|
41,637 |
|
|
|
4,620,567 |
|
|
|
-5,907,103 |
|
|
|
-1,244,899 |
|
Shares issued in exchange for debt |
|
|
30,000,000 |
|
|
|
3,000 |
|
|
|
27,000 |
|
|
|
|
|
|
|
30,000 |
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(156,319 |
) |
|
|
-156,319 |
|
Balance, March 31, 2014 |
|
$ |
446,373,966 |
|
|
$ |
44,637 |
|
|
$ |
4,647,567 |
|
|
$ |
(6,063,422 |
) |
|
$ |
-1,371,218 |
|
Shares issued in exchange for debt |
|
|
285,151,802 |
|
|
|
28,515 |
|
|
|
36,465,190 |
|
|
|
|
|
|
|
36,493,705 |
|
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,405,157 |
) |
|
|
-1,405,157 |
|
Balance, March 31, 2015 |
|
|
731,525,768 |
|
|
|
73,153 |
|
|
|
41,112,757 |
|
|
|
(7,468,578 |
) |
|
|
33,718,331 |
|
The accompanying notes are an integral part
of this financial statement.
28
Index
FUTUREWORLD CORP. |
|
|
|
|
Consolidated Statements of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
C ash Flows From Operating Activities |
|
|
|
|
|
|
Net Loss |
|
$ |
(1,405,157 |
) |
|
$ |
(156,319 |
) |
Adjustments to reconcile loss from operations to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation & amortization |
|
|
43,056 |
|
|
|
- |
|
Stock based Compensation |
|
|
109,013 |
|
|
|
|
|
Amortization for Debt Discount |
|
|
260,224 |
|
|
|
|
|
Changes in working capital components: |
|
|
- |
|
|
|
- |
|
Accounts Receivable |
|
|
(382,782 |
) |
|
|
|
|
Inventory Purchases |
|
|
(47,932 |
) |
|
|
|
|
Pre-paid & Other |
|
|
(2,305 |
) |
|
|
|
|
Purchase Equipment |
|
|
(4,005 |
) |
|
|
|
|
Accounts payable |
|
|
20,049 |
|
|
|
6,350 |
|
Accrued salaries |
|
|
613,034 |
|
|
|
129,338 |
|
Other accrued expenses |
|
|
80,533 |
|
|
|
14,411 |
|
Net Cash Used by Operations |
|
|
(716,272 |
) |
|
|
(6,220 |
) |
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of Land, Property & Equipment |
|
|
(63,745 |
) |
|
|
|
|
Increase in Intangible Properties |
|
|
(1,697 |
) |
|
|
|
|
Net Cash provided by Investing Activities |
|
|
(65,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from Issuance of Notes Payable |
|
|
903,630 |
|
|
|
0 |
|
Related Party Loans |
|
|
(120,201 |
) |
|
|
8,220 |
|
Net Cash Provided by Financing Activities |
|
|
783,429 |
|
|
|
8,220 |
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash |
|
|
1,715 |
|
|
|
2,000 |
|
Cash Balance, Beginning of the Period |
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Balance, End of the Period |
|
$ |
3,715 |
|
|
$ |
2,000 |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures on Interest and Income Taxes Paid: |
|
|
|
|
|
|
|
|
Interest paid for the period |
|
$ |
- |
|
|
$ |
- |
|
Income taxes paid for the period |
|
$ |
- |
|
|
$ |
- |
|
Supplemental Schedule of Non-Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
Conversion of debt into common stock |
|
$ |
28,515 |
|
|
$ |
30,000 |
|
The accompanying notes are an integral part
of this financial statement.
29
Index
FUTUREWORLD CORP.
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2015 and
2014
1. Basis of Presentation, Business and Summary
of Significant Accounting Policies
(a) Basis of Presentation
The accompanying balance sheets as of March 31, 2015 and 2014,
and the statements of operations, statements of cash flows, and statement of changes in stockholders' equity for the years ended
March 31, 2015 and 2014 of FutureWorld Corp. have been prepared by the Company. In the opinion of management, the accompanying
consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present
fairly the financial position as of March 31, 2015 and 2014, and the results of operations and cash flows for the years ended March
31, 2015 and 2014.
Our financial statements may not be comparable to companies
that comply with public company effective dates. Due to our election not to opt out of the extended transition period that
allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. All amounts referenced in these Financial Statements and this
Report are in US Dollars unless otherwise stated.
(b) Nature of the Business, and History of the Company and
its Subsidiaries
The nature of the business and the history of the Company and
its subsidiaries are as follows:
Nature of the Business
FutureWorld Corp, a Delaware corporation, is a leading provider
of advanced technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, focuses on
the identification, acquisition, development, and commercialization of cannabis related products and services, such as industrial
Hemp. FutureWorld, through its subsidiaries, provides personal and professional THC and CBD test kits, pharmaceutical grade CBD
oil solutions, SafeVape vaporizers, smart sensor technology, communication network, surveillance security, data analysis for smart
cultivation and consultation for the industrial hemp and legal medicinal cannabis. Our wireless agricultural smart sensor networks
offer precision to the agriculture, irrigation systems, and greenhouses for the global cannabis and hemp industry. FutureWorld
and its subsidiaries do not grow, distribute or sell marijuana.
As the only Cannabis Technology Accelerator, FutureWorld will
incubate and fund leading technologies, products, and services for Cannabis industry (Industrial Hemp) for foreseeable future;
bringing value to its core and its shareholders.
Our current Subsidiaries include; HempTech Corp, CB Scientific,
URVape, Bioceutical Sciences, and FutureLand Corp.
2. Summary of Significant Accounting Policies
(a) Principles of Consolidation
The consolidated financial statements include
the accounts and operations of FutureWorld Corp., and its wholly or partially owned subsidiary. (collectively referred to as the
"Company").
(b)Basis of Accounting
The Company maintains its financial records and financial statements
on the accrual basis of accounting, in conformity with generally accepted accounting principles in the United States of America.
The accrual basis of accounting provides for matching of revenues and expenses in the period they were earned and incurred.
(c) Cash and Cash Equivalents
For purposes of reporting cash flows, the Company considers
all cash accounts that are not subject to withdrawal restrictions or designated for assets acquisitions, and certificates of deposit
that have an original maturity of three months or less when purchased, to be cash equivalents. The Company believes it is not exposed
to any significant credit risk on cash and cash equivalents.
30
Index
(d) Fair Value of Financial Instruments
The following methods and assumptions were used by the Company
in estimating its fair value disclosures for
financial instruments:
|
|
|
|
• |
Cash and Cash Equivalents, Accounts Receivable, Prepaid Expenses, Accounts Payable, and Accrued Expenses : |
|
|
The carrying amount reported in the balance sheets for these items
approximates fair value because of the short maturity of these instruments.
|
|
• |
Loans and Notes Payable to Related Parties: |
|
|
The carrying value of loans and notes payable to related parties approximates fair value as each of the notes payable carries an interest rate commensurate with commercial borrowing rates available to the Company. |
|
|
As of March 31, 2015 and 2014, the fair values of the Company's financial instruments approximate their historical carrying amount. |
(e) Property and Equipment
Property and equipment are recorded at historical cost. Depreciation
is computed on the straight-line method over estimated useful lives of the respective assets, ranging from three to seven years. The
carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation periods or the
unamortized balance is warranted. Based upon the Company's most recent analysis, management believes that no impairment
of property and equipment exists at March 31, 2015 and 2014.
(f) Stock Based Compensation
The Companies estimates the fair value of share-based payment
awards to employees and directors on the date of grant using an option-pricing model. For stock-based awards issued to employees
and directors, stock-based compensation is attributed to expense using the straight-line single option method, which is consistent
with how the prior-period pro-forma were provided. Stock-based compensation expense recognized in the Statements of
Operations for the years ended March 31, 2015 and 2014 included compensation expense for share-based payment awards granted prior
to, but not yet vested based on the grant date fair value estimated and compensation expense for the share-based payment awards
granted subsequent to January 1, 2006 based on the grant date fair value estimated.
The Company's determination of fair value of share-based payment
awards to employees and directors on the date of grant using the Black-Scholes model, which is affected by the Company's stock
price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not
limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise
behaviors.
(h) Income Taxes
The Company records federal and state income tax liability at
the federal and state rates after allowances. Deferred income taxes are provided on the liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax
liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases.
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.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Tax benefit from an uncertain tax position may be recognized
in the financial statements when it is more likely than not that the position will be sustained upon examination, including resolutions
of any related appeals or litigation
processes, based on the technical merits. Income tax positions
must meet a more-likely-than-not recognition threshold at the effective date to be recognized and in subsequent periods.
The Company adopted a policy under which, if required to be
recognized in the future, they will classify interest related to the underpayment of income taxes as a component of interest expense
and will classify any related penalties in selling, engineering, general and administrating expenses in the statement of operations.
31
Index
(i) Advertising Costs
Advertising costs are charged to operations as incurred.
(j) Earnings (Loss) Per Share
Basic EPS is calculated by dividing earnings (loss) available
to common shareholders by the weighted average number of common shares outstanding during each period. Diluted EPS is
similarly calculated, except that the denominator includes common shares that may be issued subject to existing rights with dilutive
potential, except when their inclusion would be anti-dilutive.
Based on an estimated current value of the Company's stock being
equal to or less than the exercise price of the warrants, none of the shares assumed issued upon conversion of the warrants, nor
any of the stock assumed issued under the Company's Incentive Stock Plan are included in the computation of fully diluted loss
per share, since their inclusion would be anti-dilutive.
(k) Impact of Recently Issued Accounting Pronouncements
We have reviewed accounting pronouncements and interpretations
thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending
standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial
management and certain standards are under consideration.
In June 2009, the Financial Accounting Standards Board ("FASB")
issued the FASB Accounting Standards Codification ("Codification"). The Codification is the single source for all authoritative
Generally Accepted Accounting Principles ("GAAP") recognized by the FASB to be applied for financial statements issued
for periods ending after September 15, 2009. The implementation of the Codification did not impact our financial
statements or disclosures other than references to authoritative accounting literature are now made in accordance with the Codification.
In May 2009, the FASB issued guidance under ASC 855 "Subsequent
Events" which established general standards of accounting for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued. This guidance requires the Company to disclose the
date through which the Company has evaluated subsequent events and the basis for the date. The guidance was effective for interim
periods which ended after June 15, 2009. See Note 1, "Basis of Presentation," for disclosure of the date to which
subsequent events are disclosed.
In June 2008, the FASB issued authoritative guidance as required
by the "Derivative and Hedging" ASC Topic 815-10-15-74 in Determining Whether an Instrument (or Embedded Feature)
Is Indexed to an Entity's Own Stock , The objective is to provide guidance for determining whether an equity-linked financial
instrument (or embedded
feature) is indexed to an entity's own stock and it applies
to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative, for purposes of
determining whether that instrument or embedded feature qualifies for the first part of the scope exception. This Issue also applies
to any freestanding financial instrument that is potentially settled in an entity's own stock, regardless of whether the instrument
has all the characteristics of a derivative. We currently have warrants that embody terms and conditions that require the reset
of their strike prices upon our sale of shares or equity-indexed financial instruments at amounts less than the conversion prices.
These features will no longer be treated as "equity" once it becomes effective. Rather, such instruments will
require classification as liabilities and measurement at fair value. Early adoption is precluded. This standard did not have a
material impact on the financial statements.
In March 2008, the FASB issued guidance
under ASC 815 "Derivatives and Hedging". The guidance is intended to improve financial standards for derivative instruments
and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's
financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how
and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for and
its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15,
2008, with early adoption encouraged. This standard did not have a material impact on the financial statements.
In December 2007, the FASB issued revised guidance under ASC
805 "Business Combinations", which establishes principles and requirements for how an acquirer recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in an acquiree,
including the recognition and measurement of goodwill acquired in a business combination. ASC 805 is effective as of the beginning
of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of ASC 805
did not have a material impact on the Company's financial position, results of operations or cash flows because the Company has
not been involved in any business combinations during the six months ended December 31, 2009.
32
Index
In December 2007, the FASB issued guidance under ASC 810 "Consolidation". This
guidance establishes new accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation
of a subsidiary. This guidance will change the classification and reporting for minority interest and non-controlling interests
of variable interest entities. The guidance requires the minority interest and non-controlling interest of variable interest entities
to be carried as a component of stockholders' equity. Accordingly we will reflect non-controlling interest in our consolidated
variable interest entities as a component of stockholders' equity. This guidance is effective for fiscal years and interim periods
within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company adopted
this guidance beginning July 1, 2009. The Company does not have Variable Interest Entities consolidated in its financial statements. Disclosure
of a non-controlling interest has been made on the Company's financial statements.
In July 2006, the FASB issued guidance under ASC 740 "Income
Taxes". This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements.
It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected
to be taken, on a tax return. The adoption of this guidance did not have any impact on our financial statements.
Other recent accounting pronouncements issued by the FASB, the
American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management
to have a material impact on the Company's present or future financial statements.
3. Going Concern
For the year ended March 31, 2015, the Company incurred a net
loss of $1,405,157 and a cumulative net loss since inception of $7,468,578. As of March 31, 2015, the Company had a
working capital of $3,715 and $3,715 in cash with which to satisfy any future cash requirements. These conditions raise
substantial doubt about the Company's ability to continue as a going concern. The Company depends upon capital derived
from future financing activities such as loans from its officers and directors, subsequent offerings of its common stock or debt
financing in order to operate and grow the business either directly or through its subsidiary. There can be no assurance
that the Company will be successful in raising such capital. The key factors that are not in the Company's control and
that may have a direct bearing on operating results. These factors include, but are not limited to, acceptance of the
Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to
hire key employees to grow the business. There may be other risks and circumstances that management may be unable to
predict.
4. Property and Equipment
Property and equipment as of March 31,
2015 and 2014 consists of the following:
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Computer equipment |
|
$ |
4,005 |
|
|
$ |
- |
|
Furniture and fixtures |
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
Accumulated depreciation |
|
|
128 |
|
|
|
- |
|
Net |
|
$ |
3,877 |
|
|
$ |
- |
|
5. Related Parties Transactions
N/A
33
Index
6. Accrued Expenses
Accrued expenses at March 31, 2015 and 2014 were as follows:
|
|
2015 |
|
|
2014 |
|
Accrued salaries |
|
$ |
742,372 |
|
|
$ |
1,030,071 |
|
Payroll tax liabilities |
|
|
|
|
|
|
- |
|
Accrued interest |
|
|
137,999 |
|
|
|
59,459 |
|
Accrued penalties |
|
|
- |
|
|
|
- |
|
|
|
$ |
880,371 |
|
|
$ |
1,089,530 |
|
7. Related Parties Disclosures
(a) Loan from Saeed (Sam) Talari
Mr. Talari has advanced funds to the Company at various times.
On April 1, 2010 the Company issued a promissory note with an initial balance of $306,319 bearing interest at 5%. This note
allows Mr. Talari to advance additional funds to the Company as needed. At March 31, 2015 and 2014, the balance due to Mr.
Talari on this Promissory Note is $113,169 and $277,338 respectively, and the accrued interest thereon at March 31, 2015 and 2014
is $59,459 and $59,459 respectively.
(c) Employment Agreements
Sam Talari
On January 1, 2012, the Company entered into a three-year Employment
Agreement with Mr. Talari, the Company's Chief Executive Officer, and one of the Company's directors. The Agreement is automatically
extended for additional one-year periods without further action from the Company or the executive, unless notice of termination
is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $8,500 per month,
with a 5% increase per annum and (b) all group insurance plans and other benefit plans and programs made available to the Company's
management employees. The salary for Mr. Talari was increased to $15,000 per month fixed starting January 1, 2015. The balance
of accrued salaries payable to Mr. Talari is $671,393 and $1,009,171 as of March 31, 2015 and 2014 respectively.
(b) Office Space
During the Company's initial stage, it has limited need for
use of office space or equipment. The Company operates out of office space provided by the principals at an allocated
cost to the Company in Saint Petersburg, Florida. Rent totaled $ 20,294 for the year ending 3-31-2015.
10. Change in Management
NONE
11. Income Taxes
Income tax benefit resulting from applying statutory rates in
jurisdictions in which the Company is taxed (Federal and State of Florida) differs from the income tax provision (benefit) in our
financial statements. The following table reflects the reconciliation for the years ended March 31, 2015 and 2014:
|
2015 |
2014 |
|
|
|
Federal at federal statutory rate |
(34.00)% |
(34.00)% |
State, net of federal deduction |
(3.30)% |
(3.30)% |
Change in valuation allowance |
37.3% |
37.3% |
Effective tax rate |
0.00% |
0.00% |
34
Index
There is no current or deferred income tax expense or benefit
allocated to continuing operations for the year ended March 31, 2015, or for the period July 23, 2002 (date of inception) through
March 31, 2015.
The Company has not recognized an income tax benefit for its
operating losses generated through March 31, 2015 based on uncertainties concerning the Company's ability to generate taxable income
in future periods. The tax benefit is offset by a valuation allowance established against deferred tax assets arising from operating
losses and other temporary differences, the realization of which could not be considered more likely than not. In future
periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts
to be more likely than not.
For income tax purposes the Company has available a net operating
loss carry-forward of $7,468,578 from inception to March 31, 2015, which will expire, unless used to offset future federal taxable
income through 2025.
12. Equity
The Company is authorized to issue 100,000,000 shares of preferred
stock. The Company has the right to designate different series. As of March 31, 2015, we have designated 20,000,000 shares
of Series A Preferred. The Series A preferred stock is convertible to common stock at 1 to 200 ratio and have 200 voting
right per share.
The Company is authorized to issue 1,900,000,000 shares of common
stock. All common stock has one voting right per share. At March 31, 2015 there were 731,525,768 shares outstanding.
Incentive Stock Option Plan
On March 23, 2014, the Company adopted an amended Incentive
Stock Option Plan ("Option Plan") for the benefit of its key employees, including officers and employee directors, consultants
and affiliates. The Option Plan is intended to provide those persons who have substantial responsibility for the management and
growth of the Company with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company,
encouraging them to continue in employment. The Company authorized 4,000,000 shares to be set aside under the Option
Plan. As of March 31, 2015, the Company has not issued any shares under this plan.
13. Subsequent Events
On June 03, 2014, FutureWorld Corp. ("FutureWorld")
entered into a preliminary agreement for a proposed JV (the "Agreement") with American Green in the distribution of its
ZaZZZ robotic dispensaries nationwide under the brand name CaNNaBoX. The partnership will be utilizing both companies' technical
background and rapidly expanding relationships in the cannabis market. CaNNaBoX robotic dispensaries are secure delivery and control
systems for use in licensed cannabis dispensaries and not "vending machines". Their specific design benefits public safety,
governance, dispensaries, and consumers. The Company intends to work with the American Green to lay out specific marketing partnerships,
setting up regional, national and international strategies designed to achieve to 1500 unit deployment. The Top Level Design for
the Product and its target platform will be discussed in length in the actual JV Agreement. The Parties agree to make every effort
to complete the Product according to the JV Agreement.
From May 19th, to June 22, 2014, FutureWorld ("we",
"us" "our") issued an aggregate of $366,000 of convertible debt to five separate investors in private transactions
(described below) exempt from registration under the Securities Act of 1933 (the "Securities Act") in reliance on exemptions
provided by Regulation D and Section 4(a)(2) of the Securities Act.
1. We
issued a $50,000 convertible promissory note, which note is due and payable 9 months from the issue date along with 8% interest,
per annum. In lieu of cash repayment, the note is convertible into shares of our common stock, at the option of the note
holder, based on the market price of our common stock.
2. We
issued an $81,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest,
per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the
debenture holder, based on the market price of our common stock.
3. We
issued a $60,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest,
per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the
debenture holder, based on the market price of our common stock.
35
Index
4. We
issued a $60,000 convertible debenture, which debenture is due and payable 12 months from the issue date
along with 8% interest, per annum. In lieu of cash repayment,
the debenture is convertible into shares of our common stock, at the option of the debenture holder, based on the market price
of our common stock.
5. We
issued an $115,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest,
per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the
debenture holder, based on the market price of our common stock.
We intend to use the net proceeds (after payment of expenses
and commissions) from the above transactions for general corporate purposes. The above descriptions are qualified in their
entirety by actual terms of the definitive agreements evidencing the above transactions.
On July 1st, we signed a teaming agreement with SecondSun
to provide SmartSense, SmartNergy and CaNNaLyTiX for a 52,000 sqf grow in California.
The company has also agreed to resell Surna's products non-exclusively.
More agreement may come to in the future.
Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure
(a) Previous independent registered public accounting firm
The Registrant reports in this current report on Form 8-K a
change in certifying accountants. Effective June 19, 2015, the Registrant's certifying accountant, DKM Certified Public Accountants
("DKM") resigned as the Registrant's independent registered public accounting firm.
(a)(1) Previous Independent Accountant
(i) The Registrant reports a change in certifying accountants,
which involved DKM Certified Public Accountants ("DKM") resigning as the Registrant's independent registered public accounting
firm effective June 19, 2015.
(ii) DKM Certified Public Accountants ("DKM") issued
a report on the Registrant's consolidated financial statements for the fiscal year ended March 31, 2014. The report did not contain
an adverse opinion or disclaimer of opinion, and was not modified as to uncertainty, audit scope, or accounting principles. Except
that it contained an explanatory paragraph expressing concern over the company's ability to continue as a going concern.
(iii) The decision to change accountants was recommended and
approved by the board of directors of the Registrant on June 29, 2015.
(iv) In connection with the audit of the Registrant's consolidated
financial statements for the year ended March 31, 2014 and any subsequent interim period through the date of resignation, there
were no disagreements, resolved or not, with DKM Certified Public Accountants ("DKM") on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure which disagreement(s), if not resolved to the satisfaction
of DKM Certified Public Accountants ("DKM"), would have caused them to make reference to the subject matter of the disagreement(s)
in connection with its reports on the Registrant's consolidated financial statements; and there were no reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K.
Item 9A. Controls and Procedures.
Applicable.
As of March 31, 2015 we carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.
This evaluation was done under the supervision and with the participation of our management, including our President and Chief
Financial Officer. Based on this evaluation of our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15e),
our President and Chief Financial Officer have concluded that as of March 31, 2015 such disclosure controls and
procedures were not effective.
· |
We do not have adequate personnel and other resources to assure that significant and complex transactions are timely analyzed and reviewed. |
· |
We have limited personnel and financial resources available to plan, develop, and implement disclosure and procedure controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. |
· |
Our limited financial resources restrict our employment adequate personnel needed and desirable to separate the various receiving, recording, reviewing and oversight functions for the exercise effective control over financial reporting. |
· |
Our limited resources restrict our ability to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. |
Management Report on Internal Controls
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide
reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles
generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance
that transactions are recorded as necessary for preparation of our financial statements; provide reasonable assurance that receipts
and expenditures of company assets are made in accordance with management authorization; and provide reasonable assurance that
unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would
be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Pursuant
to Rule 13a-15d of the Exchange Act, management conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control - Integrated Framework (1992) and Internal Control Over Financial Reporting
Guidance for Smaller Public Companies (2006), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
37
Index
Based on this evaluation, management concluded that our internal
control over financial reporting was not effective as of March 31, 2015.
This annual report does not include an attestation
report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report.
Changes in Controls and Procedures
There were no significant changes made in
our internal controls over financial reporting during the year ended March 31, 2015 that have materially affected or are reasonably
likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses
were necessary.
Limitations on the Effectiveness of Internal Control
Our management, including the President,
does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent
all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the
control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies
and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, financial reporting
misstatements due to error or fraud may occur and not be detected on a timely basis.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
The following table identifies our directors
and executive officers, their ages, the positions each holds and, if a director, the first year he became a director as of March
30, 2015.
Name |
|
Age |
|
Position(s) |
|
Director since |
|
|
|
|
|
|
|
Saeed (Sam) Talari |
|
49 |
|
Chief Executive Officer and Director |
|
2002 |
Saeed
("Sam") Talari has been one of our directors since 2002. Mr. Talari became our Chairman on June 1, 2008,
and our Acting Chief Executive Officer on November 21, 2008. Mr. Talari's employment during the five year period prior
to this annual report, and for certain years before that period, is as follows:
● |
1994 – 1999 – Mr. Talari ran Compusite Corporation, one of the first Internet solutions providers in the nation to offer large spectrum of value added services to companies seeking greater presence on the Internet. He assisted Compusite to grow from no revenue to a multi-million dollar company. |
● |
1999 to Present – Mr. Talari founded FutureWorld Corp., (formerly Isys Medical, Inc.) and serves since inception as one of FutureWorld's directors. FutureWorld Corp is a diversified Hemp/Cannabis holding and operating company, owning and seeking disrupted technologies in the Industrial Hemp/Cannabis industry globally. |
● |
2001 to Present – Mr. Talari founded and manages FutureTech (Talari Industries), a venture capital firm that invests in high technology start up enterprises. |
● |
2006 to Present – Mr. Talari founded and manages Infrax Systems as it acting CEO and CFO. Infrax Systems is a Smart Grid related hardware and software developer. |
38
Index
Section 16(a) Beneficial Ownership Reporting Compliance.
No person who at any time during the fiscal
year, was a director, officer, beneficial owner of more than ten percent of our common stock has furnished to us Forms 3, 4 and
5, and amendments thereto, or filed such reports and amendments with the U.S. Securities and Exchange Commission, during our 2015
or 2014 fiscal year.
Code of Ethics.
On July 1, 2008, we adopted the Code of
Ethics governing all employees, officers and directors. During the year ended March 31, 2015, no amendments to or waivers
of the provisions of the Code of Ethics were made with respect to any of our directors or executive officers. We will
provide a copy of the Code of Ethics to shareholders without charge upon written request to Mr. Sam Talari, Chief Executive Officer,
3637 4th St. N Saint Petersburg, FL 33704. Our Code of Ethics will be available per demand of any shareholder,
and will disclose future amendments to, or waivers from, the Code of Ethics on our website within four business days following
the date of such amendment or waiver.
Audit committee.
We do not have an audit committee.
Procedures for stockholders to nominate directors.
We have not adopted any procedures whereby
stockholders may nominate persons for election as directors.
Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Overview
The goal of our named executive officer
compensation program is the same as our goal for operating the company—to create long-term value for our shareowners. Toward
this goal, we have designed and implemented our compensation programs for our named executives to reward them for leadership excellence,
to align their interests with those of our shareowners and to encourage them to remain with the company for long and productive
careers. Most of our compensation elements simultaneously fulfill one or more of our performance, alignment and retention objectives.
These elements consist of salary, bonus, and equity incentive compensation. In deciding on the type and amount of compensation
for each executive, we focus on both current pay and the opportunity for future compensation. We combine the compensation elements
for each executive in a manner we believe optimizes the executive's contribution to the company.
Compensation Objectives
Performance . Our executives who
are identified in the Summary Compensation Table (whom we refer to as our named executives) have held different positions and increased
levels of responsibility. The amount of compensation for each named executive reflects his management experience, performance and
service. A key element of compensation is equity incentive compensation in the form of our common stock, and participation
in our Non statutory Stock Option Plan, although no shares have been granted to date.
We believe that the compensation of our
executives should reflect their success in attaining our key
objectives. Our key objectives are currently: (i) attracting
qualified individuals to enhance our management team, (ii) establishing strategic business relationships, (iii) raising
capital, and (iv) develop our marketing plan. The key individual factors for each executive include but are not limited to: (i) the
value of their skills and capabilities, (ii) performance of their management responsibilities, (iii) whether that individuals
is capable to assuming greater responsibilities, (iv) leadership qualities, (v) tenure and career experience, (vi) current
compensation arrangements, (vii) long-term potential to enhance shareholder value, and (viii) contribution as a member
to our executive management team.
39
Index
We allocate compensation between cash compensation
and equity based compensation. We provide cash compensation in the form of base salaries to meet competitive salary norms and reward
performance on an annual basis, if warranted. Base salary is designed to reward annual achievements and be commensurate with the
executive's scope of responsibilities, demonstrated leadership abilities, and management experience and effectiveness. Our other
elements of compensation focus on motivating and challenging the executive to achieve superior, longer-term, sustained results.
We provide non-cash compensation in the form of equity incentive arrangements to retain and attract key individuals and to reward
performance against specific objectives and long-term strategic goals.
Alignment. We seek to align the interests
of the named executives with those of our investors by evaluating executive performance on the basis of key financial measurements
which we believe closely correlate to long-term shareowner value. A key element of compensation that align the interests of our
executives with shareowners is equity incentive compensation, and providing the executives the ability to convert a portion of
their compensation into common shares, both of which increases the executive's stake in the Company.
Implementing Our Objectives
Base Compensation. Base
compensation amounts for our executive officers are set pursuant to written agreements. When setting base salary, the Board reviews
a number of factors, including but not limited to executives of similar position, responsibility, experience, qualifications and
performance, which allows us to recruit and retain qualified executives.
Stock Option Grants. The Board of
Directors has the authority to select individuals who are to receive options under the Plan and to specify the terms and conditions
of each option so granted (incentive or nonqualified), the exercise price (which must be at least equal to the fair market value
of the common stock on the date of grant with respect to incentive stock options), the vesting provisions and the option term.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation
we have paid to (i) our current and former chief executive officers during the last fiscal year, (ii) our two most highly compensated
other executive offers who were executive officers at the end of the last fiscal year whose compensation exceeded $100,000 and
(iii) our two most highly compensated other executive officers who were not executive officers at the end of the last fiscal year
whose compensation exceeded $100,000.
Name and principal position |
Year |
|
Salary |
|
|
Bonus |
|
|
Stock Award |
|
|
All other
compensation |
|
|
Total |
|
Saeed (Sam) Talari, CEO |
2015 |
|
$ |
180,000 |
|
|
|
(1 |
) |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
$ |
300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
120,000 |
|
|
|
(1 |
) |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
$ |
120,000 |
|
John Verghese, CEO HempTech |
2015 |
|
$ |
120,000 |
|
|
|
(1 |
) |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
$ |
120,000 |
|
CURRENT EMPLOYMENT AGREEMENTS
Sam Talari
On January 1, 2012, the Company entered
into a three-year Employment Agreement with Mr. Talari, the Company's Acting Chief Executive Officer, and one of the Company's
directors. The Agreement is automatically extended for additional one-year periods without further action from the Company or the
executive, unless notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides
for (a) a base salary of $8,500 per month, with a 5% increase per annum and (b) all group insurance plans and other benefit plans
and programs made available to the Company's management employees. On January 1, 2015, the Company increased Mr. Talari's
base salary to $25,000 per month based on a new three years employment agreement.
Cameron Cox
On April 15, 2014, the Company entered into
a three-year Employment Agreement with Mr. Cox, the Company's Acting Vice President of Business Development. The Agreement
is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice
of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary
of $3,000 per month, with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made
available to the Company's management employees.
40
Index
John Verghese
On January 1, 2015, the Company entered
into a three-year employment agreement with John Verghese as the CEO of HempTech Corp. The Agreement provides for (a) a base salary
of $10,000 per month, (b) two weeks' vacation within one year of the starting date, and (c) all group insurance plans and other
benefit plans and programs made available to the Company's management employees. Additionally Mr. Verghese has been granted 10%
option of HempTech common stock at par value.
Terry Gardner
On January 1, 2015, the Company entered
into a three-year employment agreement with Terry Gardner as VP of Professional Services. The Agreement provides for (a) a base
salary of $10,000 per month, (b) two weeks' vacation within one year of the starting date, and (c) all group insurance plans and
other benefit plans and programs made available to the Company's management employees. Additionally Mr. Gardner has been granted
5% option of HempTech common stock at par value.
Karin Rohret
On January 2nd, 2010, the Company entered
into an employment agreement with Karin Rohret as part-time Controller. The Agreement provides for (a) a base salary of $1,101.67
per month, (b) a signing bonus of $20,000 by the way of Company's common stock within 30 days of signing the agreement. Additionally
Ms. Rohret will be eligible to receive a grant of 600,000 shares of common stock at founder level with a par value of 0.001. Vesting
of the grant shall be at the rate of 200,000 shares on each anniversary from the signing of the agreement. The salary was adjusted
to $2,950 on October 1 2014 as the position required additional hours.
Kevin Defant
On April 21, 2014, the Company entered into
a three-year Employment Agreement with Mr. Defant, the Company's Acting Tech Director. The Agreement is automatically extended
for additional one-year periods without further action from the Company or the executive, unless notice of termination is given
by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $6,250 per month,
with a 5%
increase per annum, and (b) all group insurance plans and other
benefit plans and programs made available to the Company's management employees. Additionally Mr. Defant has been granted
2.5% option of HempTech common stock at par value.
COMPENSATION OF DIRECTORS
Directors who are Company employees receive no additional or
special remuneration for serving as directors. Presently, we do not provide compensation to outside directors.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
There are no family relationships between the directors or executive
officers. All of the actions by the Board of Directors during the year were taken by consent resolutions and written
actions in lieu of meetings.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The following table sets forth the number
of our shares of common stock owned by:
|
each of our directors and executive officers, at March 31, 2015; |
|
our directors and executive officers as a group, at March 31, 2015; and |
|
other persons, including their addresses, and groups, if any, we have learned own or control more than five percent of our issued and outstanding common stock as of a recent date. |
41
Index
The address of our directors and executive officers is our address.
Except as noted in the following table, we are not aware of any other person or "group", as defined in the Regulation
S-K, who owned five percent or more of our common stock at March 31, 2015. We have no reason to believe that each person
identified in the table does not have sole voting and investment power over the shares he owns, except as noted.
Name |
|
Number of
shares |
|
|
|
|
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
Saeed (Sam) Talari |
|
|
346,704,323* |
|
|
|
|
|
|
|
36.00 |
% |
All directors and officers as a group (1 person) |
|
|
346,704,323 |
|
|
|
|
|
|
|
36.00 |
% |
*Direct and indirect ownership. Includes 10,000,000 shares of
Preferred Series A.
STOCK OPTION PLAN AND WARRANTS
Stock Options
On March 23, 2014, we adopted an Incentive
Stock Option Plan ("Option Plan") for the benefit of its key employees, including officers and employee directors, consultants
and affiliates. The Option Plan is intended to provide those persons who have substantial responsibility for the management and
growth of the Company with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company,
encouraging them to continue in employment. We authorized 4,000,000 shares to be set aside under the Option Plan. As of March 31,
2015, no shares have been issued under this plan.
Item 13. Certain Relationships and Related Transactions,
and Director Independence
We do not anticipate entering into any future
transactions with our directors, officers and affiliates. There are no family relationships between the directors or executive
officers.
Item 14. Principal Accountant Fees and Services
The accounting firm of DKM Certified Public
Accountants were engaged to auditing year 2014. The fees were $6,000 per year. No fees paid for consulting or tax work, during
2015 and 2014.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) FINANCIAL STATEMENTS |
See index in Item 8 |
|
(a)(2) FINANCIAL STATEMENT SCHEDULES |
None |
|
42
Index
FutureWorld (CE) (USOTC:FWDG)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
FutureWorld (CE) (USOTC:FWDG)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024