UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the quarterly period ended:    June 30, 2016
     
                          or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from _________ to ________

 

Commission File Number 000-1273988

  

 Date of Report (date of earliest event reported):   August 23, 2016

 

FUTUREWORLD CORP.

(Exact name of registrant as specified in its charter)

 

DELAWARE 000-1273988 81-0562883
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     

 

   
10901 Roosevelt Blvd N Suite C1000  St Petersburg  FL   33716
(Address of principal executive offices)    (Zip Code)

 

Registrant's telephone number, including area code:   (727) 474-1816

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Name of Each Exchange on Which Registered
     
None   None
     

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.0001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
     
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x Yes o     No
     
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x Yes

 

o No

     
         

 

  x Yes o No
     
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

 

o Yes

 

x No

     
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
o  Large accelerated filer o  Accelerated filer o  Non-accelerated filer x  Smaller reporting Company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes  x No
               

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

 

Voting Common Equity Non-voting Common Equity
$800,000 None

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of June 30, 2016:

 

Common stock, par value $0.0001 per share 3,795,364,697
Other None

 

 

 

 
 

This Form 10-Q is being filed to disclose the fact that it was not reviewed by our independent registered public accounting firm

 

FutureWorld Corp.

 Annual Report on Form 10-Q

For the Quarter Ended June 30, 2016

 

INDEX

 

       
PART I FINANCIAL INFORMATION   PAGE
       
Item 1 Condensed Consolidated Financial Statements    
       
  Condensed Consolidated Balance Sheets as of June 30, 2016 (unaudited) and March 31, 2016 (unaudited)   5
       
  Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2016 and 2015 (unaudited)   6
       
  Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2016 and 2015 (unaudited)   7
       
  Condensed Consolidated Notes to Financial Statements (unaudited)   8
       
Item 2 Management's Discussion and Analysis or Plan of Operation   17
       
Item 3 Quantitative and Qualitative Disclosures About Market Risk   20
       
Item 4 Controls and Procedures   21
       
       
       
       
PART II OTHER INFORMATION    
       
Item 1 Legal Proceedings   21
       
Item 1A Risk Factors   21
       
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds   21
       
Item 3 Defaults Upon Senior Securities   21
       
Item 4 Removed and Reserved   21
       
Item 5 Other Information   22
       
Item 6 Exhibits   22
       
Signatures   22

 

 

 

 

 

 
 

 

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or portions thereof) are incorporated by reference into the Parts of this Form 10-Q noted:

NONE

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes,” “estimates” or similar language, and among other things:  (i) events that may occur in the future, (ii) implementation of our business model; development and marketing of our products and services and (iii) prospects for revenues and profitability.  All forward-looking statements included in this document are based on information available to us on the date hereof.  We caution investors that our business and financial performance and the matters described in these forward-looking statements are subject to substantial risks and uncertainties.  Because of these risks and uncertainties, some of which may not be currently ascertainable and many of which are beyond our control, actual results could differ materially from those projected in the forward-looking statements. Deviations between actual future events and our estimates and assumptions could lead to results that are materially different from those expressed in or implied by the forward looking statements. We do not intend to update these forward looking statements to reflect actual future events. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

FUTUREWORLD CORP.

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

           
    June 30,   March 31,  
Assets    2016    2016  
Current assets    (unaudited)    (unaudited)  
           
Cash   53,247    5,096  
Accounts receivable   0   27,100  
Related party receivables   111,250      
Inventory   0   97,805  
Note receivable   0   6,710  
Total current assets   164,497                    136,711  
           
Property & equipment, net of accumulated - net   3,311                       499  
Intangible property, net of accumulated – net         95,489   
Provisional Marketable Securities   55,801,036   11,896,448  
Investment in Subsidiary       95,489  
Security Deposits   6,710      
Total Assets $ 55,975,554 $ 12,034,183  
           
Liabilities and Stockholders' Equity $   $    
Current liabilities          
Accounts payable $ 111,242 $ 42,046  
Accrued expenses   1,242,073   1,141,904  
 Notes Payable   418,737   276,987  
Amortization-Notes payable                  (306,031)   (196,032)  
Loans and notes payable, related parties          
Total current liabilities       1,264,905  
Notes payable to shareholder – Related Parties   185,884   (384,539)  

 

Total liabilities

  1,651,910         880,366  
           
Stockholders' Equity          

Preferred stock, $.0001 par value, 100,000,000 shares authorized,

10,000,000 and 0 shares issued and outstanding

  1,000   1,000   
Common stock, $.0001 par value, 14,900,000,000 shares authorized,          
3,795,364,697 and  2,807,089,397 shares issued and outstanding, respectively   379,536                     280,710                                                   
Additional paid-in capital   6,299,150   7,034,632  
Provisional Marketable Securities   55,801,036   11,801,484  
Accumulated deficit   (8,157,078)           (7,964,009)  
Total Stockholders' Equity   54,323,644               11,152,817  
           
Total Liabilities and Stockholders' Equity $ 55,975,554 $ 12,034,183  
           

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 
 

 

 

FUTUREWORLD CORP.
Consolidated Statements of Operations

(unaudited)

 

 

 

    For the Three Months Ended
    June 30,
    2016   2015
         
Revenues   $ 87,150     $ 7,320   
Direct costs             7,923   
                 
Gross Profit     87,150       (603)    
                 
Operating expenses:                
Salaries and benefits     86,934       123,609  
Consulting     5,800       1,000    
Professional fees     40,000       64,074  
General and administrative     25,222       48,819  
Amortization and depreciation     29,625       6,632  
Total operating expenses     187,581       244,134  
                 
Other income (expense):                
Interest expenses     (5,875 )     (22,424 )
Sale of assets, net     -       —    
Total other (expense)                        ((5,875 )     (22,424 )
                 
Loss from operations before income taxes                    (106,306 )     (267,161 )
                 
   Provision for income taxes             —    
                 
Loss from operations before minority interest     (106,306 )     (267,161 )
                 
    Minority Interest     0       —    
                 
Net loss   $ (106,306 )   $ (267,161 )
                 
                 
Earnings (loss) per share:                
Basic   $ (0.0 )   $ (0.00 )
Weighted average shares outstanding                
Basic            3,550,364,697       947,648,455  

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

   
Consolidated Statements of Cash Flows  
(unaudited)  
   

 

For the Three Months Ending

June 30,

     
         
    2016   2015    
             
Cash Flows from Operating Activities:                    
   Net (loss) income   $ (106,306) )   $ (267,161 )    
Adjustment to reconcile Net Income to net                    
cash provided by operations:                    
   Depreciation and amortization     339       6,632      
   Stock based compensation                    
   Amortization of debt discount     23,750              
Changes in assets and liabilities:                    
   Accounts receivable     (87,150)       61,615      
   Notes receivable       )     (60,785)      
   Inventory       )     (4,332)      
   Due from affiliate                    
   Related party  loans     34,074)       (80,814)      
   Prepaid and other                    
   Accounts payable     59,823       20,136      
   Accrued expenses                  41,772       70,800      
Net Cash (Used) Provided by Operating Activities     (33,698) )     (253,909 )    
                     
Cash flows from Investing Activities:                    
  Office Equipment     (3,151 ))            
                     
Net Cash (Used) Provided by investing Activities     (3,151) )            
                     
Cash Flows from Financing Activities:                    
  Proceeds from issuance of note payable     85,000       316,000      
Repayments of notes payable                    
  Proceeds from sale of assets                    
  Related party advances       )            
Net Cash Provided (Used) by Financing Activities     85,000       316,000      
                     
Net increase/decrease in Cash     48,151       62,091      
                     
Cash at beginning of period     5,096       3,715      
                     
Cash at end of period   $ 53,247     $ 65,806      
                     
Supplemental cash flow information:                    
Interest paid   $ 5,875     $ 22,424        
Taxes paid   $ —       $ —        
                     

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 
 

 

 

FUTUREWORLD CORP.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

As of June 30, 2016

(Unaudited)

 

 

1. History of the Company and Nature of the Business

 

 

 

“We”, “us” and “our” refer to FutureWorld Corp., a Delaware corporation.

 

 

On June 11, 2015, the Company changed its name to FutureWorld Corp.

 

  Nature of Business

 

The address of our executive offices is: 3637 4th Street North, Saint Petersburg, FL 33704 and our telephone number at that address is 727-474-1816. The address of our web site is www.futureworldcorp.com. The information at our web site is for general information and marketing purposes and is not part of this annual report for purposes of liability for disclosures under the federal securities laws.

 

FutureWorld (FWDG), a Delaware corporation, is a leading provider of advanced technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, focuses on the identification, acquisition, development, and commercialization of cannabis related products and services, such as industrial Hemp. FutureWorld, through its subsidiaries, provides personal and professional THC and CBD test kits, pharmaceutical grade CBD oil solutions, SafeVape vaporizers, smart sensor technology, communication network, surveillance security, data analysis for smart cultivation and consultation for the industrial hemp and legal medicinal cannabis. Our wireless agricultural smart sensor networks offer precision to the agriculture, irrigation systems, and greenhouses for the global cannabis and hemp industry. FutureWorld and its subsidiaries do not grow, distribute or sell marijuana.

 

As the only Cannabis Technology Accelerator, FutureWorld will incubate and fund leading technologies, products, and services for Cannabis industry (Industrial Hemp) for foreseeable future; bringing value to its core and its shareholders.

FutureWorld Corp. is seeking to acquire minority or full interest in currently operating companies and disruptive technologies in the Industrial Hemp/Medical and Recreational Cannabis Industry globally; such as vaporizers, lab testing, tracking systems, security, CBD oil, testing kits, financial solutions, dispensaries and other needed components. Our goal is to provide our acquired companies, current and future shareholders a clear strategy for the growth of their companies and their investment in those companies.

 

We currently provide multiple products that supply the burgeoning cannabis industry through our portfolio companies. The "picks and shovel" business model capitalizes of selling enterprises associated with the Industrial Hemp and Medical Cannabis industries products that are essential in their success. Our products solve long standing problems in cultivation, processing, and retail sales for industrial hemp and medical cannabis. The following divisions will continue to delve even further into purchasing existing products or developing brand new products as the wholesale and retail space continues to evolve. In addition, one primary focus is to manufacture, market, and sell products containing hemp derived CBD oil.

 

Cannabis industry is the fastest-growing industry in the United States and had its biggest year ever which could grow by another eight to 10 states in 2016. With the presidential election looming, there is guaranteed to be a massive voter turnout and the initiatives that are poised to include legalization of cannabis on the 2016 ballot stand a chance to make some big changes. The cannabis ballot initiatives could open the door to legalization in more states including Arizona, California, Maine, Massachusetts, Michigan and Nevada in 2016. This rapid growth of the industry is a boom for ancillary products providers such as HempTech, CB Scientific, Bioceutical Sciences, NutraCann Labs and incubators such as FutureWorld Corp (FWDG). A majority of Americans continue to support full legalization, nationally, and by 2016, it's entirely possible that marijuana could be a wedge issue in the presidential election.

 

On the industrial Hemp side, with the 2014 Agricultural Act (known as the Farm Bill) making year 2014 notable and celebrated, 2015 proved to be a year of record-setting, transformative strides within the industrial hemp industry. Laws governing industrial hemp continued to evolve in more and more states, making Industrial Hemp one of most lucrative opportunities to unfold over the course of the year and beyond. In short, the Cannabis industry will grow from $1.5 billion in 2014 to an estimated $35 billion in 2020.

 

 

 

 
 

 

 

Who We Are

 

FutureWorld focuses on the identification, acquisition, development, and commercialization of cannabis related products and services. As a Cannabis Technology Incubator and Accelerator, FutureWorld will incubate and fund leading technologies, products, and services for Cannabis industry (including Industrial Hemp) combining resources to strengthen the company and the industry.

FutureWorld follows a well-tested business incubation model; the seed fund model. The seed fund model thesis is based on a combination of “high-quality filter” and “broad portfolio” approaches. The high-quality filter attempts to ensure that the very best minds, teams and ideas get into FWDG. The broad portfolio approach, statistically, discovers a few breakaway companies in order to provide the big returns to investors. So far the Company has funded 6 companies in 2015 and expects to fund more in 2016.

How We Make Money

 

We make money by exiting our incubated companies through a sale, reverse merger, merger or an IPO. In any case, some or all of the proceeds, whether in stock or cash, will be returned to the shareholders as dividend. For FutureWorld, our main revenue is derived from cash and marketable securities through our exits.

 

In most cases we own from 19% to 100% of the companies being incubated by FWDG. According GAAP, we would need to consolidate the financials of all the holdings until they are sold or spun off. Products or services revenue generation by our companies is not our business model, as an incubator, but only a successful exit will define our revenue stream.

 

Our Companies, Current and Future Results

 

Four areas within the cannabis industry sector with the most accelerated growth for 2016 and beyond includes;

Medicine – Accessories – Testing – Grow Delivery and Land Leasing. We have and will use this guide to incubate exciting companies for better ROI. All of our companies fall within all of these important areas;

 

Medicine & Nutraceuticals

 

• NutraCann Labs - http://nutracann.com

 

We incubated a distribution company called “NutraCann Labs” in 2015 to sell our designed and manufactured products online and offline. The distribution company provides sales channels for CB Scientific, Bioceutical Sciences and any other businesses within FWDG universe and beyond. The company has had limited sales so far since we are in the beta stage. 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.

NutraCann Labs has sourced its own CBD oil from Europe. We are also developing plans to fund an overseas hemp cultivation project to provide a consistent and reliable supply to the United States and beyond. Currently, industrial hemp cultivation is legal in twenty countries around the world. NutraCann’s products are sold under the brand name “cbdessence” on CBDESSENCE.COM.

NutraCann Labs will process the CBD oils that will be sold through our online presence for retailing industrial hemp oil-based Cannabidiol (CBD) nutritional supplements, wellness and personal care products and vapable CBD oils. NutraCann Labs will market items such as CBD oil, CBD infused edibles & multiple hemp related items and cross market our vaporizers from URVape.com. NutraCann Labs will be featuring scientific grade hemp oil which is highly sought after around the world. We will sell already recognizable brands including our own brands and drive internet sales through ads, videos, social media and Search Engine Optimization.

The global Nutraceutical market is projected to be in excess of $200 billion by 2015 and the current US Nutraceutical and Dietary supplement market is valued at around $42 billion. CBDESSENCE.com and URCBDOil.com will be at the forefront of this massive marketplace with significant opportunities. Cannabinoids (non-psychoactive CBD) have been found to have antioxidant properties, unrelated to NMDA receptor antagonism. This new found property makes cannabinoids useful in the treatment and prophylaxis of a wide variety of oxidation associated diseases, such as ischemic, age-related, inflammatory and auto-immune diseases.

Cannabinoids are found to have particular application as neuroprotectants, for example in limiting neurological damage following ischemic events, such as stroke and trauma, or in the treatment of neurodegenerative diseases, such as Alzheimer's, Parkinson's and HIV dementia. URCBDOil.com should be live by July 1, 2015 UPDATE). We have been experimenting on labeling and branding

 
 

for new products. We will be introducing the brands shortly. We have high hopes for this company. NutraCann became part of CB Scientific with its IPO in April 2016. These are the stats on this company;

Founded – April 2015

Investment - $150K

Revenue for 2015 – Less than $50K

Achievements – Successfully tested CBD Vape blends, Tinctures and Pills sold on EBay, Amazon and its website. Signed up multiple resellers around the country and in Europe.

Estimated 2016 revenue – Pro Forma Financials only available

Estimated Exit – Became part of CB Scientific with its IPO in March 2016

Estimated Exit Type – Merged with CB Scientific (CBSC)

Comparable company – Cannavest (CANV), Medical Marijuana (MJNA)

Facebook page: https://www.facebook.com/nutracannlabs

 

• Bioceutical Sciences

 

Founded in 2015, this company has the most exciting potentials. We founded this company to get into the pharmaceutical aspect of the cannabis industry in which should be the biggest driver. The company develops, designs and manufactures Pharma grade Nutraceuticals for cancer, Alzheimer and life threatening illnesses for patients by proprietary formulations using cannabinoids derived from Cannabis. The company will also provide formulations and designs for NutraCann and CB Scientific. There are major funding requirement for this company which will come from PPM, grants and sales. Bioceutical Sciences became part of CB Scientific with its IPO in March 2016. This is one of most promising of our companies within the FWDG and cannabis universe. These are the stats on this company;

 

Founded – May 2015

Investment - $45K

Revenue since inception – Less than $30K

Achievements – Formulated pre-pharmaceutical and Nutraceutical grade CBD blends, pills and tinctures for NutraCann labs. The company also completed the development of next generations of CB Scientific’s test kits. Estimated 2016 revenue – Pro Forma Financials only available

Estimated Exit – Became part of CB Scientific with its IPO in March 2016

Estimated Exit Type – Merged with CB Scientific (CBSC)

Comparable company – Cannabis Sciences (CBIS), Cannabis Sativa (CBDS)

Facebook page: https://www.facebook.com/bioceuticalsciences

 

• Magic Dragon Brands

 

Started in September 2015, Magic Dragon Brands is testing formulations for the Hempseed infused energy and chill drinks for the consumers under the brand "Magic Dragon High". Magic Dragon High Brands will initially produce Hempseed and Hemp based CBD infused beverages. According to new market data from Packaged Facts; the energy drinks sector comprises an increasing portion of the non-alcoholic beverage market, and as the sector, has grown 60% from 2008-2012 with a total U.S. sales of more than $12.5 billion in 2012. According to "Energy Drinks & Shots Market Trends in the U.S.", sales of energy drinks will grow to a value of $21.5 billion by 2017, driven by expansion in retail distribution, and strong potential in new product development. Packaged Facts also estimates that convenience stores hold the largest share of market sales (59%), followed by mass merchandisers (13%), supermarkets (10%), club stores/warehouse (5%), and drug stores (2%). In aggregate, all other retailers contribute a significant 11% to market sales. We are expecting to introduce the line shortly with the finalization of the logistics.

 

Founded – September 2015

Investment – Minimal

Revenue since inception – None

Estimated 2016 revenue - Pro Forma Financials only available

Estimated Exit – Became part of CB Scientific with its IPO in March 2016

Estimated Exit Type – Merged with CB Scientific (CBSC)

Comparable company – Rocky Mountain High (RMHB)

Facebook page: https://www.facebook.com/magicdragonhigh

 

Testing & Analytics

 

• CB Scientific - http://www.test4cbd.com/shop/ - http://corp.cbscientific.com/

We started this company in March 2014 to design, develop and manufacture LST (Life Science Tools) for Cannabis and agricultural industry. Our first products were THC and CBD cannabis testing personal kits which won product of the year in 2014. The sales are ramping up and we expect 1000% or more growth in 2016. The company is also in development of other major products for non-

 
 

cannabis market to be unveiled in 2016. We are in the process of seeking investment for manufacturing, sales and marketing to propel the revenue. The company also has had a major setback with previous employees stealing major contracts causing financial and product roadmap delays. The company has since recouped and expecting profitable 2016. These are the stats on this company;

 

Founded – April 2014

Investment - $350K

Revenue since inception – around $200K

Achievements – developed the only personal test kits in the industry for THC and CBD, won best product award in only three month of development, increased sales from 0 test kits to thousands through multiple sales channels in 2015. Brought to market the only ubiquitous, easy to use, all in one, ISO certified laboratory test kits to the world.

Estimated 2016 revenue - $1M to $2M with 100% Q to Q growth

Estimated Exit – Went public in March 2016

Ticker Symbol - CBSC

Market Cap - $102M

Close Comparable – No direct competitors

Estimated FWDG Holding Value - $20,000,000

Estimated ROI - 5000%, expected to reach 10,000% by the end of 2017

Facebook page: https://www.facebook.com/cbscientificinc

 

Grow Systems

 

• HempTech Corp - https://hemptechcorp.com/main/

 

We started this company in June 2014 to design and develop state-of-the-art automation for grow facilities all across the agricultural industry, including the Cannabis market. In late 2015, the company finished development of its first major product called grow-droid which is plug n play and comes fully automated for growers to grow their cannabis for more yield and profitability. HempTech has been successful in signing its largest contract post development with a company representing Indian tribes in Canada and the States to sell more than 1000 grow pods called grow.droid II, for the next six years. Contract potential is more than $160M for the next six years. The company has also signed its first exclusive reseller agreements in Colorado, California, Washington and Oregon and expects sales to start in September 2016. The company is in the process of signing up distributors in the State of Arizona, Nevada and Massachusetts. This company will be our biggest driver on revenue and market capitalization in the FWDG universe. The company is in development of non-cannabis farm pods for local urban agriculture. These are the stats on this company;

 

Founded – April 2014

Investment - $400K in direct investment (and $2.5M in indirect investment by a third party)

Revenue since inception – None

Achievements – Developed agricultural industry’s only analytical automation with environmental controls. Cannabis industries only plug n play growing kit with complete environmental automations and analytics scalable from 16 plants to thousands, cutting the time to grow from 28 weeks to only 3 weeks. Only company to offer “Profiling” for grow consistency and profitability.

Estimated 2016 revenue – Pro Forma of $2M to $10M with 100% Q to Q growth

Estimated Exit – Went public in March 2016

Ticker Symbol - HTCO

Market Cap - $278M

Close Comparable – Surna (SRNA), Terra Tech (TRTC)

Estimated FWDG Holding Value - $32,500,000

Estimated ROI – 9000%, expected to reach 15000% by the end of 2017

Facebook page: https://www.facebook.com/hemptechcorp

 

Land Leasing

 

• FutureLand Corp - http://futurelandcorp.com/

 

Founded in September 2014, FutureLand Corp., a Colorado company, is a cannabis and hemp specialty zoned land leasing company formed to capitalize upon the emerging global cannabis market. FutureLand, focuses on target acquisition, zoning, license fulfillment, site plan preparation and financing of cannabis or hemp grow facilities throughout the United States. We give growers the opportunity to grow. Company monetizes through leasing the land, leasing the structures on the land, financing interest revenue and management fees associated with cultivation centers. FutureLand retains ownership of all the land and the structures. FutureLand leases to both medical marijuana, retail marijuana as well as industrial hemp growers. FutureLand does not currently grow, distribute or sell marijuana. Company has multiple projects across the USA and possible project in Jamaica.

 

Founded – September 2014

Investment - Less than $110K

 
 

Achievements – Purchased 240+ acres of land in southern Colorado that has increased in value by a factor of 10. Purchased 50% interest in a recreational property in Oregon going live in the third quarter 2016.

Estimated 2016 revenue – Pro Forma of $1M to $2M

Exited – April 2015

Exit Type – Merger

Ticker Symbol - FUTL

Market Cap - $1.2M

Close Comparable – Zoned Properties (ZDPY)

Estimated FWDG Holding Value - $600,000

Estimated ROI - 600%, expected to reach 6000% by the end of 2016

Facebook page: https://www.facebook.com/futurelandcorp

 

2.   Basis of Presentation, Business and Summary of Significant Accounting Policies

 

Basis of Presentation

 

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of (a) the results of operations for the three and six months ended June 30, 2016 and 2015: (b) the financial position at June 30, 2016 and March 31, 2016 and (c) cash flows for the three and three months ended June 30, 2016 and 2015, have been made. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

 

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not included all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company’s significant accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on from 10-K for the year ended March 31, 2016 filed with the Securities and Exchange Commission on August 12, 2015.

 

Our financial statements may not be comparable to companies that comply with public company effective dates. Due to our election not to opt out of the extended transition period that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. All amounts referenced in these Financial Statements and this Report are in US Dollars unless otherwise stated.

 

Nature of the Business, and History of the Company and its Subsidiaries

 

The nature of the business and the history of the Company and its subsidiaries are as follows:

  

Nature of the Business

 

FutureWorld Corp., a Delaware corporation, is a U.S. diversified Hemp/Cannabis Company, listed on the Over the Counter exchange, which was originally formed to capitalize on the burgeoning markets in renewable and alternative energy technologies, but has since changed direction and moved into the Hemp/Cannabis space. FutureWorld, together with its subsidiaries, focuses on the identification, acquisition, development, and commercialization of Hemp/Cannabis products, services and technologies globally.

 

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, CBD oil, testing kits, financial solutions, dispensaries and other needed components. Our goal is to provide our acquired companies, current and future shareholders a clear strategy for the growth of their companies and their investment in those companies.

 

2.  Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements include the accounts and operations of FutureWorld Corp., and its portfolio companies, HempTech Corp., FutureLand, and CB Scientific.

 

 

 
 

Basis of Accounting

 

The Company maintains its financial records and financial statements on the accrual basis of accounting, in conformity with generally accepted accounting principles in the United States of America. The accrual basis of accounting provides for matching of revenues and expenses in the period they were earned and incurred.

 

Cash and Cash Equivalents

 

For purposes of reporting cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or designated for assets acquisitions, and certificates of deposit that have an original maturity of three months or less when purchased, to be cash equivalents. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

Fair Value of Financial Instruments

 

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

     
  •  Cash and Cash Equivalents, Accounts Receivable, Prepaid Expenses, Accounts Payable,  and  Accrued Expenses :
   

The carrying amount reported in the balance sheets for these items approximates fair value because of the short maturity of these instruments.

 

  •  Loans and Notes Payable to Related Parties:
   

The carrying value of loans and notes payable to related parties approximates fair value as each of the notes payable carries an interest rate commensurate with commercial borrowing rates available to the Company.

 

    As of June 30, 2016 and March 31, 2016, the fair values of the Company’s financial instruments approximate their historical carrying amount.

 

Accounts Receivable

 

Accounts receivable consist of amounts due for the delivery of Product sales to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary as of period end. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables. Balances on Current sales are due in 60 days from the date of sale.

Inventory

 

N/A

 

Property and Equipment

 

Property and equipment are recorded at historical cost.  Depreciation is computed on the straight-line method over estimated useful lives of the respective assets, ranging from three to seven years.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation periods or the unamortized balance is warranted.  Based upon the Company's most recent analysis, management believes that no impairment of property and equipment exists at June 30, 2016 and March 31, 2016.

 

Intangible assets

 

Intangible assets are recorded at cost and amortized over their useful lives. The Company's goodwill associated with its acquisitions is not amortized. Management reviews goodwill and provisional marketable securities for impairment at least on an annual basis and at other times when existing conditions raise substantial questions about their recoverability.

 

Impairment of Long-Lived Assets

 

Periodically, the Company assesses the recoverability of the Company’s intangible assets, consisting of the Intellectual Property & licensing and its trademark, and record an impairment loss to the extent that the carrying amounts of the assets exceed its fair value.  Based upon management's most recent analysis, the Company believes that no impairment of the Company’s tangible or intangible assets exist at June 30, 2016 and March 31, 2016.

 

 

 
 

Revenue Recognition

 

Our revenue is arrived by exiting our incubated companies through a sale, reverse merger, merger or an IPO. In any case, some or all of the proceeds, whether in stock or cash, will be returned to the shareholders as dividend. For FutureWorld, our main revenue is derived from cash and marketable securities through our exits.

 

In most cases we own from 19% to 100% of the companies being incubated by FWDG. According GAAP, we would need to consolidate the financials of all the holdings until they are sold or spun off. Products or services revenue generation by our companies is not our business model, as an incubator, but only a successful exit will define our revenue stream.

 

Foreign currency translation

 

The Company’s functional currency and its reporting currency is the United States Dollar.

 

Cost of Goods Sold

 

N/A

 

Stock Based Compensation

 

The Companies estimate the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model. For stock-based awards issued to employees and directors, stock-based compensation is attributed to expense using the straight-line single option method, which is consistent with how the prior-period pro-forma were provided. Stock-based compensation expense recognized in the Statements of Operations for the three and three months ended June 30, 2016 and 2015 included compensation expense for share-based payment awards granted prior to, but not yet vested based on the grant date fair value estimated and compensation expense for the share-based payment awards granted subsequent to January 1, 2015 based on the grant date fair value estimated.

 

The Company’s determination of fair value of share-based payment awards to employees and directors on the date of grant using the Black-Scholes model, which is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

 

Income Taxes

 

The Company records federal and state income tax liability at the federal and state rates after allowances. Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Tax benefit from an uncertain tax position may be recognized in the financial statements when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized and in subsequent periods.

 

The Company adopted a policy under which, if required to be recognized in the future, they will classify interest related to the underpayment of income taxes as a component of interest expense and will classify any related penalties in selling, engineering, general and administrating expenses in the statement of operations.

 

Advertising Costs

 

Advertising costs are charged to operations as incurred.

 

Earnings (Loss) Per Share

 

 
 

Basic EPS is calculated by dividing earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during each period.  Diluted EPS is similarly calculated, except that the denominator includes common shares that may be issued subject to existing rights with dilutive potential, except when their inclusion would be anti-dilutive.

 

Based on an estimated current value of the Company’s stock being equal to or less than the exercise price of the warrants, none of the shares assumed issued upon conversion of the warrants, nor any of the stock assumed issued under the Company's Incentive Stock Plan are included in the computation of fully diluted loss per share, since their inclusion would be anti-dilutive.

 

Impact of Recently Issued Accounting Pronouncements

 

In April 2015, the FASB issued ASU 2015-08, Presentation of Financial Statements and Property, Plant, and Equipment. ASU No. 2015-08 defines a discontinued operation as disposal of components of an entity that represents a strategic shift that has or will have a major effect on an entity’s operations. ASU No. 201508 also requires a reporting entity to present the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position for each comparative period. ASU 2015-08 becomes effective for interim and annual periods beginning on or after December 15, 2015. Adoption of ASU 2015-08 is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In August 2015, the FASB issued ASU 2015-15, Presentation of Financial Statements-Going Concern. This statement provides US GAAP guidance on management’s responsibility in evaluation whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The ASU is effective for annual periods ending after December 15, 2016 and interim periods thereafter.

 

In November 2015, the FASB issued ASU 2015-16-Derivatives and Hedging: Determining Whether the Host contract in a Hybrid Financial Instrument issued in the Form of a Share is More Akin to Debt or to Equity. Certain classes of shares include features that entitle the holders to preferences and rights (such as conversion rights, redemption rights, voting powers and liquidation and dividend payment preferences) over the other shareholders. Shares that include embedded derivative features are referred to as hybrid financial instruments, which must be separated from the host contract and accounted for as a derivative if certain criteria are met. This ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015

 

Other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

3.  Going Concern

 

For the quarter ended June 30, 2016, the Company incurred a net loss of $106,306 and a cumulative net loss since inception of $8,157,078.  As of June 30, 2016, the Company had cash of $53,247 and working capital deficit of $33,698 with which to satisfy any future cash requirements.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  The Company depends upon capital derived from selling our marketable securities and future financing activities such as loans from its officers and directors, subsequent offerings of its common stock or debt financing in order to operate and grow the business either directly or through its subsidiary.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not in the Company's control and that may have a direct bearing on operating results.  These factors include, but are not limited to, acceptance of the Company’s business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to grow the business.  There may be other risks and circumstances that management may be unable to predict.

 

4.  Property and Equipment

 

 

Property and equipment as of June 30, 2016 and March 31, 2016 consists of the following:

 

 

 

 

 

 

 

 

 
 

 

    June,
2016 		    March,
2016 		 
             
Computer equipment   $ 4,961     $ 1,810  
Furniture and fixtures                
              -  
Accumulated depreciation     (1,650)       (1,3118)  
     Net   $ 3,311     $ 449  

 

5.   Intangibles

 

For the three months ended June 30, 2016, the amortization expense for intangible assets was $0 and $7,170, respectively.

    June 30,
2016 		    March 31, 2016  
             
HempTech Product Technology   $ 0     $ 95,486  
Trademarks                             
      0       -  
Accumulated Amortization                
 Intangibles, Net   $ 0     $ 95,486  

 

6.     Stock Options and Awards

 

None

 

7.  Accrued Expenses

 

Accrued expenses at June 30, 2016 and March 31, 2016 were as follows:

    June 30,
2016 		    March 31, 2016  
Accrued salaries and payroll taxes   $ 1,019,943     $ 925,649  
                 
Accrued interest     222,130       216,255  
Accrued penalties             -  
    $ 1,242,073     $ 916,366  

 

8.   Related Parties Disclosures

 

Loan from Saeed (Sam) Talari

 

Mr. Talari has advanced funds to the Company at various times. On April 1, 2010 the Company issued a promissory note with an initial balance of $306,319 bearing interest at 5%. This note allows Mr. Talari to advance additional funds to the Company as needed. At June 30, 2016 and March 31, 2016, the balance due to Mr. Talari on this Promissory Note is $185,884 and $299,118 respectively, and the accrued interest thereon at June 30, 2016 and March 31, 2016 is $67,511 and $45,048 respectively.

 

9. Employment Agreements

 

Sam Talari

 

On January 1, 2012, the Company entered into a three-year Employment Agreement with Mr. Talari, the Company's Acting Chief Executive Officer, and one of the Company's directors. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $8,500 per month, with a 5% increase per annum and (b) all group

 
 

insurance plans and other benefit plans and programs made available to the Company's management employees. On January 1, 2015, the Company increased Mr. Talari's base salary to $25,000 per month based on a new three years employment agreement.

 

Kevin Defant

On April 21 2015, the Company entered into a three-year Employment Agreement with Mr. Defant, the Company’s Acting Tech Director. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $2,000 per month, with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s management employees.

John Verghese

On January 1, 2015, the Company entered into a three-year employment agreement with John Verghese as the CEO of HempTech Corp. The Agreement provides for (a) a base salary of $10,000 per month, (b) two weeks' vacation within one year of the starting date, and (c) all group insurance plans and other benefit plans and programs made available to the Company's management employees. Additionally Mr. Verghese has been granted 10% option of HempTech common stock at par value.

Karin Rohret

On January 2nd, 2010, the Company entered into an employment agreement with Karin Rohret as part-time Controller. The Agreement provides for (a) a base salary of $1,101.67 per month, (b) a signing bonus of $20,000 by the way of Company's common stock within 30 days of signing the agreement. Additionally Ms. Rohret will be eligible to receive a grant of 600,000 shares of common stock at founder level with a par value of 0.001. Vesting of the grant shall be at the rate of 200,000 shares on each anniversary from the signing of the agreement. The salary was adjusted to $2,950 on October 1 2015 as the position required additional hours.

10. Office Space

 

The address of our executive offices is: 10901 Roosevelt Blvd, Suite 1000c, Saint Petersburg, FL 33716 and our telephone number at that address is 727-474-1816. We maintain our executive's offices in a 13K square feet office and warehouse space. We believe the facilities are adequate for our operational needs.  We may require additional offices in the event of further expansions.

11. Stockholders’ Equity

 

Preferred Stock: The Company has 100,000,000 shares of $0.0001 par value stock Authorized. 10,000,000 shares have been issued or are outstanding as of June 30, 2016.

Common Stock: The Company has 14,900,000,000 shares of $0.0001 par value stock Authorized. As of June 30, 2016, 3,795,364,697 shares were issued and outstanding.

11. Subsequent Events

 

None

 

Item 2.   Management’s discussion and analysis of financial condition and results of operations

 

You should read the following discussion and analysis in conjunction with the information set forth under Item 6, Selected Consolidated Financial Data, and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Our significant accounting policies are more fully described in Note 1 to the financial statements. However, certain accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management; as a result they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on knowledge of our industry, historical operations, terms of existing contracts, and our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.

 

 
 

Overview

 

As a technology accelerator, FutureWorld (Other OTC: FWDG), a Delaware corporation, through its portfolio companies, is a leading provider of advanced technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, focuses on the identification, acquisition, development, and commercialization of cannabis related products and services, such as industrial Hemp. FutureWorld, through its subsidiaries, provides personal and professional THC and CBD test kits, pharmaceutical grade CBD oil solutions, SafeVape vaporizers, smart sensor technology, communication network, surveillance security, data analysis for smart cultivation and consultation for the industrial hemp and legal medicinal cannabis. Our wireless agricultural smart sensor networks offer precision to the agriculture, irrigation systems, and greenhouses for the global cannabis and hemp industry. FutureWorld and its subsidiaries do not grow, distribute or sell marijuana.

 

 

Key Elements of Operating and Financial Performance

 

We monitor the key elements of our operating and financial performance to help us evaluate growth trends, determine investment priorities, establish budgets, measure the effectiveness of our sales efforts and assess operational efficiencies.

 

Revenue

 

Currently, we derived all of our revenue from sales of marketable securities from our portfolio companies. Since we have exited all our incubated companies, we expect to start driving revenue from selling portion of our interest and dividend out a portion to our investors.

 

Cost of Revenue and Gross Profit (Loss)

 

We have no typical cost of revenue since we do not produce anything. Our cost of revenue is our management fees, administration fees, and incubation expenses.

 

 

Operating Expenses

 

Operating expenses consist of research and development, sales and marketing, and general and administrative expenses, as well as legal settlement expenses and amortization of acquired intangibles. Personnel-related expense represents a significant component of our operating expenses.

 

Sales and Marketing

 

Sales and marketing expense consists primarily of; compensation, benefits, sales commissions and stock-based compensation provided to our sales, marketing and business development personnel, as well as facility costs and other related overhead; marketing programs, including expenses associated with industry events and trade shows; and travel costs.

 

General and Administrative

 

General and administrative expense consists primarily of; compensation, benefits and stock-based compensation provided to our executive, finance, legal, human resource and administrative personnel, as well as facility costs and other related overhead; and

fees paid for professional services, including legal, tax and accounting services.

 

RESULTS OF OPERATIONS

 

Revenues

 

Total revenue for three months ended June 30, 2016 and 2015 was $ 87,150 respectively, representing billing for shared occupancy and administrative expenses. Substantially all revenue from 2016 was derived from our portfolio companies.

 

Selling, General and Administrative Expenses .

 

Selling, general and administrative expenses for the three months ended June 30, 2016 and 2015 were $25,222 and $336,588 respectively. The decrease in selling, general and administrative expenses in 2016 as compared 2015 was due primarily to the reduction in cost of additional human resources, professional fees related to fees associated with additional debt financings. General and administrative expenses decreased since we have focused on research and development.

 

 
 

Net Loss from Operations. For the quarter ended June 30, 2016 and 2015, we incurred net losses of $106,306 and $447,670, respectively. Losses also include depreciation and amortization, non-cash expenses, in the amount of $24,089 and $125,957 for the quarter ended June 30, 2016 and 2015, respectively. There were no write downs in 2015.

 

Compensation and consulting expenses were $92,734 and $117,897 for the three months ended June 30, 2016 and 2015 respective The decrease is due to changes in operations and officer compensation.

 

LIQUIDITY AND CAPITAL RESOURCES

 

We had $53,247 in cash at June 30, 2016, and 285,787 respectively remaining on the lines of credit from Mr. Talari with which to satisfy our future cash requirements. Our management believes that the credit lines will support only limited activities for the next twelve months. The Company depends upon capital derived from future financing activities such as loans from its officers and directors, subsequent offerings of its common stock or debt financing in order to operate and grow the business either directly or through its subsidiary. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not in the Company's control and that may have a direct bearing on operating results. These factors include, but are not limited to, acceptance of the Company’s business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to grow the business. There may be other risks and circumstances that management may be unable to predict. We had no other contractual obligation or material commercial commitments for capital expenditures.

 

Our critical accounting policies include:

 

Revenue Recognition. We recognize revenue from licensing our software upon the installation and acceptance of the software by customers in accordance with Statement of Position 97-2, Software Revenue Recognition. When a software sales arrangement includes rights to customer support, the portion of the license fee allocated to such support is recognized ratably over the term of the arrangement, normally one year. Revenue from professional services arrangements will be recognized in the month in which services are rendered over the term of the arrangement. We also recognize revenue from selling URVape vape pens and our THC and CBD testing kits calls, PersonalAnalytics when purchase orders received.

 

Long-Lived Assets - We depreciate property and equipment and amortize intangible assets, including software development costs over the respective assets’ estimated useful life and periodically review the remaining useful lives of our assets to ascertain that our estimate is still valid. If we determine a useful life has materially changed, we either change the useful life or write the asset down or if we determine the asset has exhausted its useful life, we write the asset off completely.

 

Stock Based Compensation - We account for stock based compensation under the provisions of Statement of Financial Accounting Standards No. 123, (revised 2004) Share-Based Payments. Under the fair value recognition provisions of SFAS 123R, we recognize stock-based compensation expense net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award. Calculating stock-based compensation expense requires the input of subjective assumptions, including the expected term of the option grant, stock price volatility, and the pre-vesting option forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns. We estimate stock price volatility based on historical implied volatility in our stock. In addition, we are required to estimate the expected volatility rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised or cancelled.

 

Income Taxes - We record federal and state income tax liability in accordance with Statement of Financial Accounting Standards No. 109 – Accounting for Income Taxes. Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Recent Accounting Pronouncements

 

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2016 through the date these financial statements were issued.

 

 

 

 

 
 

 

Off-Balance Sheet Arrangements

 

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as special purpose entities or variable interest entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes.

 

Management Consideration of Alternative Business Strategies

 

In order to continue to protect and increase shareholder value management believes that it may, from time to time, consider alternative management strategies to create value for the company or additional revenues. Strategies to be reviewed may include acquisitions; roll-ups; strategic alliances; joint ventures on large projects; and/or mergers.

 

The Company is currently in the final stages of selling all the assets of HempTech Corp to a publicly traded company. Management believes that acquisitions will be a catalyst for advancing the Company's existing technology and products to attain greater market share. Additionally, we are seeking capital financing for the purposes of furthering our plan of operations.


Item 3.     Quantitative and Qualitative Disclosures about Market Risk

 

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4.  Controls and Procedures

 

As of June 30, 2016 we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. This evaluation was done under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation of our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15e), our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2016 such disclosure controls and procedures were not effective.

 

· We do not have adequate personnel and other resources to assure that significant and complex transactions are timely analyzed and reviewed.
· We have limited personnel and financial resources available to plan, develop, and implement disclosure and procedure controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.
· Our limited financial resources restrict our employment adequate personnel needed and desirable to separate the various receiving, recording, reviewing and oversight functions for the exercise effective control over financial reporting.
· Our limited resources restrict our ability to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Pursuant to Rule 13a-15d of the Exchange Act, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (1992) and Internal Control Over Financial Reporting Guidance for Smaller Public Companies (2006), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2016.  

 

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.

 
 

 

Changes in Controls and Procedures

 

There were no significant changes made in our internal controls over financial reporting during the first quarter June 30, 2016 that have materially affected or are reasonably likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.

 

Limitations on the Effectiveness of Internal Control

 

Our management, including the President, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, financial reporting misstatements due to error or fraud may occur and not be detected on a timely basis.

 

 

PART II - OTHER INFORMATION

 

Item 1 Legal Proceedings.

 

None

 

(b) We did not terminate any legal proceedings during the Quarter of our 2016 fiscal year.

 

Item 1A Risk Factors.

 

There have been no material changes to the risk factors previously disclosed in our Fiscal year Report on Form 10-K and for the first quarter June 30, 2015 filed with the Securities and Exchange Commission.

 

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.

 

From May 19, 2015 to May 27, 2016, FutureWorld ("we", "us" "our") issued an aggregate of $81,000 of convertible debt to five separate investors in private transactions (described below) exempt from registration under the Securities Act of 1933 (the "Securities Act") in reliance on exemptions provided by Regulation D and Section 4(a)(2) of the Securities Act.

 

We issued an $81,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest, per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the debenture holder, based on the market price of our common stock.

 

We intend to use the net proceeds (after payment of expenses and commissions) from the above transactions for general corporate purposes. The above descriptions are qualified in their entirety by actual terms of the definitive agreements evidencing the above transactions.

 

Item 3   Defaults Upon Senior Securities.

 

Not applicable.

 

Item 4   Removed and Reserved .

 

Not applicable

 

 

Item 5  Other Information.
 
 

 

HempTech Corp is in the process of fund raising for $5,000,000 through a M&A advisory. It has completed in product lines and marketing heavily. We have spun off CB Scientific on February 2016.

 

Item 6  Exhibits.

 

 

31.A Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.B Principal Financial & Accounting Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.A Principal Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.B Principal Financial & Accounting Officer’s Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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