Overview

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. The company's 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.1

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. The company's goal is to provide its acquired companies, current and future shareholders a clear strategy for the growth of their companies and their investment in those companies.

The company 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. The company's 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. FutureWorld is invested in the following portfolio companies;

  • 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. FutureWorld is 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 its 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 its vaporizers from URVape.com. NutraCann Labs will be featuring scientific grade hemp oil which is highly sought after around the world. The company will sell already recognizable brands including its 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.

CB Scientific, Inc.

CB Scientific, Inc. a company 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 its brand name vaporizer pen which is sold with a charger and refill bottles. The company market the product at URVape.com. It is its 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 its first vendor agreement in the state of Colorado.

After studying the marketplace, with more than 466 vendors attempting to reach nicotine consumers, the company 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 its in-house Product Development personnel, and through the hiring of a consultant whose area of expertise is microbiology, specific to cannabis and vaping, FutureWorld has 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 the company will bring to market.

FutureWorld is 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 FutureWorld is 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.

Purchase and Sale Agreement with Net:X America Inc.

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

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

  1. A purchase price paid for by the issuance of 57,105,263 shares of Common stock, par value $0.001, on the Closing Date (after recapitalization on February 17, 2016) to CB Scientific shareholders. All such common shares shall be received of the CBSC common shares under the requisite restriction of Rule 144 of the Securities Act.
  2. CBSC shall also issue to CB One share of Preferred Series A2 of CBSC with a thirty percent (30%) dividend of the yearly gross cash flow of the operations of CB. Such share shall not be sold or delivered to any party except for CB as a corporation. The rights to the dividend of revenue shall be designated by CB within thirty days of the execution of this agreement. Future revenue distribution shall be subject to separate agreement. CB will also receive thirty percent (30%) dividend of the yearly gross cash flow of any other operations, projects (Labs, schools, etc.) delivered by CB to the Company.
  3. CB shall with execution of this agreement be entitled to 25,000,000 shares of the common stock warrant of CBSC with the price for such warrant exercise being based on a 50% discount to the closing price of the stock on the date of execution of this agreement (post reverse capitalization). Such warrants shall be exercisable for a period of two years from the date of this agreement.

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

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

In addition, certain representations and warranties set forth in the Asset Purchase Agreement may have been used for purposes of risk-allocation between CB and CBSC rather than establishing matters of fact. The representations and warranties contained in the Asset Purchase Agreement were made solely for the benefit of the parties thereto. Persons not party to the Asset Purchase Agreement, including, without limitation, the Company's shareholders and other investors, should not rely on the representations and warranties contained in the Asset Purchase Agreement, or any descriptions thereof, including those contained in this Current Report on Form 8-K (this "Report"), as characterizations of the actual facts or conditions applicable to CB product lines or any of the Company's other product lines or subsidiaries.

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. FutureWorld is 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, the company 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.

The company 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. The company's 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 the company 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 the company 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. The company's 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. The company 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 its 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. FutureWorld is currently putting together the details of the JV with American Green and beginning the marketing and design phase of its 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 the company believe will make their sales model harder to actual achieve sales nationwide.

CaNNaBoX™ will be marketed exclusively through its 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.

Purchase and Exchange Agreement with Building Turbines, Inc

On February 26, 2016, Shareholder (hereafter referred to as "Selling Holder" or by name) of Building Turbines, Inc. which is a publicly held Nevada Company (HTCO), entered into a purchase and exchange agreement with FutureWorld Corp. (hereafter referred to as "FWDG") a Delaware Corporation and HempTech Corp., (hereafter referred to as "HTC"), a Delaware Corporation, to deliver to FutureWorld and HempTech Shareholders, the certain share holdings of Building Turbines, Inc., as an exchange for such consideration as set forth in the agreement. In effect, post transaction, Building Turbines, Inc., will become HempTech Corp through change in control.

On March 11, 2016, FutureWorld Corp closed the HempTech Corp-Building Turbines transaction. The transaction will be fully effective with the completion of restructuring of HTCO due when approved by FINRA.

Consideration for the purchase and exchange agreement is as follows (collectively the "Consideration"):

In return for those shares of HTCO as designated, the HTCO selling holder, John Graham, shall receive, post-reverse division, an amount of common shares of the Corporation which will be equal to nine and nine tenths percent (9.9%) of the total outstanding common shares of the Corporation ("Exchanged Shares") after such reverse division occurs and the initial post-reverse issuance occurs. The amount of shares to be initially issued shall for such 9.9% of the total outstanding common shares after the reverse division shall be 6,187,594 common shares.

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. The company 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. The company believe this will be a real boon for shareholders as the company expect great things from FutureLand Corp. in the not too distant future. FutureWorld is 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 and 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.

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.

The company's Strategy-

The company's strategic plan consists of the following:

  1. Continued expansion of its worldwide network of hemp farmers.
  2. Establish the infrastructure to grow hemp domestically in accordance with federal and state law
  3. Continue to develop its 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 its manufacturing process on its CBD and THC test kits and seek patent protections for its 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.

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, the company believe that as awareness grows for the "green," environmentally-friendly products derived from hemp\cannabis, 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 hemp\cannabis.

To understand the market and consumers as well as distribution methods, FutureWorld has studied all the uses of hemp\cannabis 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 hemp\cannabis based products, most of which were used in the past and were replaced by cotton, petroleum\oil, concrete, corn and soybeans. The company believe the market potentially represents trillions of dollars in worldwide product sales. The company 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.

The company's 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, FutureWorld is targeting manufactures of products that can readily replace their raw base materials for its base materials, making the products more environmentally friendly and sustainable. Next, the company will target retail stores with major distribution companies who have preexisting relationships with major retail chain stores. As the company continue to develop its business, these markets may change, be re-prioritized or eliminated as management responds to consumer and regulatory developments.

Intellectual Property

FutureWorld has filed trademark applications on its brands, logos and marks including CaNNaBoX, URVape, CannaTRAK, CannaBIT, HempTechRx, CaNNaLyTiX, DispenseTek, ejoint, URCig, and SmartVape. The company review its intellectual property portfolio on a periodic basis and the company will continue to broaden its portfolio in a fiscally prudent manner. The company intend to file for patent protection on certain products and methods important to its business, as those processes are developed and patentable. The company rely on a combination of patent and trademark filings, laws that protect intellectual property, confidentiality procedures, and contractual restrictions with its employees and others to establish and protect its 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

The company opened a laboratory facility in Denver, Colorado in May 2014. The company's lab specializes in process development and product testing. The company incurred research and development expenses of $ 57,509.05 at the time of this document. The company opened another lab at its 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:

  • Water-soluble Cannabidiol
  • Convergence, high pressure liquid, gas, and thin layer chromatography methods
  • Mass Spectrometry (molecular mass)
  • Liposomal formulations
  • Electron microscopy (SEM and TEM)
  • Supercritical extraction and chromatography
  • Research consultation

Currently Bioceutical Sciences(TM) manufactures, designs, processes and develops the following:

  • (Hemp) CBD oil testing and analytics
  • Raw (Hemp) CBD oil
  • 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.

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 investments in companies that will dominate their sector.

Business Summary

The address of its executive offices is: 10901 Roosevelt Blvd, Suite 1000c, Saint Petersburg, FL 33716 and its telephone number at that address is 427-474-1816. The address of its web site is www.futureworldcorp.com. The information at its 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.

FutureWorld 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, Cannabidiol (CBD) oil, testing kits, financial solutions, dispensaries and other needed components. The company's goal is to provide its acquired companies, current and future shareholders a clear strategy for the growth of their companies and their investment in those companies.

The company 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. The company's 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. FutureWorld is invested in the following portfolio companies;

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. FutureWorld is 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 its 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 its vaporizers from URVape.com. NutraCann Labs will be featuring scientific grade hemp oil which is highly sought after around the world. The company will sell already recognizable brands including its 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.

CB Scientific, Inc.

CB Scientific, Inc. a company 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.

Purchase and Sale Agreement with Net:X America Inc.

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

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

  1. A purchase price paid for by the issuance of 57,105,263 shares of Common stock, par value $0.001, on the Closing Date (after recapitalization on February 17, 2016) to CB Scientific shareholders. All such common shares shall be received of the CBSC common shares under the requisite restriction of Rule 144 of the Securities Act.
  2. CBSC shall also issue to CB One share of Preferred Series A2 of CBSC with a thirty percent (30%) dividend of the yearly gross cash flow of the operations of CB. Such share shall not be sold or delivered to any party except for CB as a corporation. The rights to the dividend of revenue shall be designated by CB within thirty days of the execution of this agreement. Future revenue distribution shall be subject to separate agreement. CB will also receive thirty percent (30%) dividend of the yearly gross cash flow of any other operations, projects (Labs, schools, etc.) delivered by CB to the Company.
  3. CB shall with execution of this agreement be entitled to 25,000,000 shares of the common stock warrant of CBSC with the price for such warrant exercise being based on a 50% discount to the closing price of the stock on the date of execution of this agreement (post reverse capitalization). Such warrants shall be exercisable for a period of two years from the date of this agreement.

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

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

In addition, certain representations and warranties set forth in the Asset Purchase Agreement may have been used for purposes of risk-allocation between CB and CBSC rather than establishing matters of fact. The representations and warranties contained in the Asset Purchase Agreement were made solely for the benefit of the parties thereto. Persons not party to the Asset Purchase Agreement, including, without limitation, the Company's shareholders and other investors, should not rely on the representations and warranties contained in the Asset Purchase Agreement, or any descriptions thereof, including those contained in this Current Report on Form 8-K (this "Report"), as characterizations of the actual facts or conditions applicable to CB product lines or any of the Company's other product lines or subsidiaries.

URVape, Inc.

URVape™ is its brand name vaporizer pen which is sold with a charger and refill bottles. The company market the product at URVape.com. It is its 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 its first vendor agreement in the state of Colorado.

After studying the marketplace, with more than 466 vendors attempting to reach nicotine consumers, the company 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 its in-house Product Development personnel, and through the hiring of a consultant whose area of expertise is microbiology, specific to cannabis and vaping, FutureWorld has 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 the company will bring to market.

FutureWorld is 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 FutureWorld is 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. FutureWorld is 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, the company 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.

The company 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. The company's 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 the company 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 the company 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. The company's 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. The company 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 its 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. FutureWorld is currently putting together the details of the JV with American Green and beginning the marketing and design phase of its 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 the company believe will make their sales model harder to actual achieve sales nationwide.

CaNNaBoX™ will be marketed exclusively through its 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 its land in Colorado. The contract calls for $1.5M and the technology is leased at $190K per month for five years.

Purchase and Exchange Agreement with Building Turbines, Inc

On February 26, 2016, Shareholder (hereafter referred to as "Selling Holder" or by name) of Building Turbines, Inc. which is a publicly held Nevada Company (HTCO), entered into a purchase and exchange agreement with FutureWorld Corp. (hereafter referred to as "FWDG") a Delaware Corporation and HempTech Corp., (hereafter referred to as "HTC"), a Delaware Corporation, to deliver to FutureWorld and HempTech Shareholders, the certain share holdings of Building Turbines, Inc., as an exchange for such consideration as set forth in the agreement. In effect, post transaction, Building Turbines, Inc., will become HempTech Corp through change in control.

On March 11, 2016, FutureWorld Corp closed the HempTech Corp-Building Turbines transaction. The transaction will be fully effective with the completion of restructuring of HTCO due when approved by FINRA.

Consideration for the purchase and exchange agreement is as follows (collectively the "Consideration"):

In return for those shares of HTCO as designated, the HTCO selling holder, John Graham, shall receive, post-reverse division, an amount of common shares of the Corporation which will be equal to nine and nine tenths percent (9.9%) of the total outstanding common shares of the Corporation ("Exchanged Shares") after such reverse division occurs and the initial post-reverse issuance occurs. The amount of shares to be initially issued shall for such 9.9% of the total outstanding common shares after the reverse division shall be 6,187,594 common shares.

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. The company 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. The company believe this will be a real boon for shareholders as the company expect great things from FutureLand Corp. in the not too distant future. FutureWorld is 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 its shareholders. The company identify the potential acquisition, complete an extensive due diligence process and if all requisite factors meet its 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.

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. The company 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., will supply Spider Security Technology, SmartSense, SmartNergy and CaNNaLyTiX. CB Scientific, 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.

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.

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, the company changed its name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of its 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. FutureWorld has a global network in place that taps the scientific community, monitors industry developments and entertains ideas from entrepreneurs. The company's 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

FutureWorld is acutely aware that the technologies the company target, by their very nature, have the potential to positively impact many lives, and take this aspect of its business very seriously. The company 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. The company believe in protecting the patients, protecting the children and protecting the plant.

FutureWorld's richly experienced management team appreciates exactly what it takes to build successful and effective companies. The company understand that the most important building blocks of a company are its people. The company's 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. The company extend extremely generous milestone-based remuneration packages, with meaningful ownership positions that are geared to motivate and drive its 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 its financial partners. The company 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 its shareholders and the market informed of the progress of each company through regular press releases, its website, social media such as Facebook and Twitter and shareholder letters.

Value Proposition

The goal for each of its investments is to provide value to its 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 or partially 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 its arena, FutureWorld has a unique revenue model. Through its subsidiaries, FutureWorld will earn both revenue and create bottom-line tradeable securities value through the stock reserved from the exits.

FutureWorld earns revenue in the following ways:

Securities: As FutureWorld, the company spinoff or sell its subsidiaries and retain a percentage of the securities. FutureWorld can then sell these shares, at any time, if possible, 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 the company must seek to overcome. The company's greatest challenge is to ensure the ability of its 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 its 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. The company 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 its shareholders via press releases, through its corporate website and social media.

The company believe its 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.

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. The company's goal is to provide its acquired companies, current and future shareholders a clear strategy for the growth of their companies and their investment in those companies. Companies the company 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.

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 $22 billion by 2020.

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 $1 billion in 2016.

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.

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 its 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.

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.

References

  1. ^ https://fintel.io/doc/sec-fwdg-futureworld-10ka-2017-april-05-17953
Tags: US:FWDG
Created by Asif Farooqui on 2019/10/29 03:48
     
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