FUTUREWORLD CORP. - FORM 10-Q - February 17, 2015

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - FUTUREWORLD CORP.	Financial_Report.xls
EX-32.2 - CERTIFICATION PURSUANT TO - FUTUREWORLD CORP.	fwdgexhibit322.htm
EX-32.1 - CERTIFICATION PURSUANT TO - FUTUREWORLD CORP.	fwdgexhibit321.htm
EX-31.2 - CERTIFICATION - FUTUREWORLD CORP.	fwdgexhibit312.htm
EX-31.1 - CERTIFICATION - FUTUREWORLD CORP.	fwdgexhibit311.htm

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: December 31, 2014

		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): February 17, 2015

FUTUREWORLD CORP.

(Exact name of registrant as specified in its charter)

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


3637 4^th Street North, Saint Petersburg, Florida	33704
(Address of principal executive offices)	(Zip Code)

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

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

Title of Each Class		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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	xYes	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.	[_]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 December 31, 2014:

Common stock, par value $0.0001 per share	860,645,439
Other	None

FutureWorld Corp.

Annual Report on Form 10-Q

For the Second Quarter Ended December 31, 2014

INDEX


PART I	FINANCIAL INFORMATION	PAGE

Item 1	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of December 31, 2014 (unaudited) and March 31, 2014 (unaudited)	5

	Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended December 31, 2014 and 2013 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2014 and 2013 (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


	December 31,			March 31,
	2014			2014
	(unaudited)			(audited)
Assets
Current assets
Cash	$	150,794		$	2,000
Accounts receivable		544,131			0
Related party receivables		—
Inventory		37,931			0
Note receivable		0			0
Total current assets		732,856			2,000

Property & equipment, net of accumulated - net		974
Intangible property, net of accumulated – net		94,169
Land		60,000
Deposits		2,205			0
Total Assets	$	890,204		$	2,000

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	47,343		$	6,350
Accrued expenses		1,292,781			1,089,530
Notes Payable		520,574			0

Loans and notes payable, related parties		189,017			277,338
Total current liabilities		2,049,715			1,373,218

Notes payable to shareholder		0			0
Total liabilities		2,049,715			1,373,218

Stockholders' Equity
Preferred stock, $.0001 par value, 100,000,000 shares authorized, none issued
Common stock, $.0001 par value, 1,900,000,000 shares authorized,
and; 453,973,966 and 446,373,966 shares
issued and outstanding, respectively		45,517			44,637
Additional paid-in capital		5,655,296			4,647,567
Minority interest in subsidiary		0
Accumulated deficit		(6,860,324	)		(6,063,422	)
Total stockholders' equity		(1,159,511	)		(1,371,218	)

Total Liabilities and Stockholders' Equity	$	890,204		$	2,000

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

Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended						For the Nine Months Ended
	December 31,						December 31,
	2014			2013			2014			2013

Revenues	$	362,416		$	—		$	440,188		$	—
Direct costs		6,763			—			44,297			—

Gross Profit		355,653			—			395,891			—

Operating expenses:
Salaries and benefits		124,296			39,132			354,578			146,055
Consulting		—			—			—			—
Professional fees		44,071			1,180			259,472			38,949
General and administrative		199,086			—			271,768			—
Amortization and depreciation		112,304			9,870			115,109			42,810
Total operating expenses		479,757			50,182			1,000,927			190,312

Other income (expense):
Interest expenses		(43,892	)		(2,548	)		(211,506	)		(18,365	)
Sale of assets, net					—						—
Total other (expense)		(43,892	)		(2,548	)		(211,506	)		(18,365	)

Loss from operations before income taxes		(167,996	)		(52,730	)		(816,542	)		(208,677	)

Provision for income taxes		0			—			—			—

Loss from operations before minority interest		(167,996	)		(52,730	)		(816,542	)		(208,677	)

Minority Interest		0			—			—			—

Net loss	$	(167,996	)	$	(52,730	)	$	(816,542	)	$	(208,677	)


Earnings (loss) per share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic		465,934,785			416,373,966			454,417,158			416,373,966

FUTUREWORLD CORP.
Consolidated Statements of Cash Flows
(unaudited)
	For the Nine Months Ending
	December 31,
	2014			2013

Cash Flows from Operating Activities:
Net (loss) income	$	(816,542	)	$	(208,677	)
Adjustment to reconcile Net Income to net
cash provided by operations:
Depreciation and amortization		112,304			42,810
Stock based compensation		121,592			0
Amortization of debt discount		210,784			0
Changes in assets and liabilities:
Accounts receivable		(544,131	)		—
Notes receivable		—
Inventory		(37,931	)		—
Due from affiliate
Related party loans					(175,182	)
Prepaid and other
Accounts payable		40,993			(1,922	)
Accrued expenses		203,251			(76,848	)
Net Cash (Used) Provided by Operating Activities		(709,680	)		(419,819	)

Cash flows from Investing Activities:
Other		(2,205	)

Net Cash (Used) Provided by investing Activities		(2,205	)

Cash Flows from Financing Activities:
Proceeds from issuance of note payable		949,000
Repayments of notes payable
Proceeds from sale of assets
Related party advances		(88,321	)		175,182
Net Cash Provided (Used) by Financing Activities		860,679			175,182

Net increase/decrease in Cash		148,794			(244,637	)

Cash at beginning of period		2,000			244,637

Cash at end of period	$	150,794		$	—

Supplemental cash flow information:
Interest paid	$	0		$	—
Taxes paid	$	0		$	—


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 December 31, 2014

(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, 2014, the Company changed its name to FutureWorld Corp.

Nature of Business

The address of our executive offices is: 3637 4^th Street North, Saint Petersburg, FL 33704 and our telephone number at that address is 427-474-1816. The address of our web site is www.futureworldcorp.com. The information at our web site is for general information and marketing purposes and is not part of this quarterly report for purposes of liability for disclosures under the federal securities laws.

FutureWorld Corp., a Delaware corporation, is a U.S. diversified Industrial Hemp/ Medical Cannabis Company, which together with its subsidiaries, focuses on the identification, acquisition, development, and commercialization of Hemp/Cannabis products, services and technologies globally under the banner of Cannabis 2.0.

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

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

NutraCann Labs Inc.

CBD Oil- CBD is one of at least 60 cannabinoids found in hemp, and is non-psychoactive. The Cannabidiol “CBD” is a compound in cannabis that has significant medical effects, but does not make people feel “high” and can actually counter the psychoactive effects of THC. The reduced psychotropic of CBD-rich cannabis makes it an appealing treatment option for patients seeking anti-inflammatory, anti-pain, anti-anxiety, anti-psychotic, and/or anti-spasm effects without disconcerting lethargy. Scientific and clinical studies underscore CBD’s potential as a treatment for a wide range of conditions, including rheumatoid arthritis, diabetes, alcoholism, MS, chronic pain, schizophrenia, PTSD, antibiotic-resistant infections, epilepsy, and other neurological disorders. CBD has demonstrated neuro-protective and neurogenic effects, and its anti-cancer properties are currently being investigated at several academic research centers in the United States and elsewhere.

The present usage for CBD oil in the United States is estimated to be approximately 1,000-2,000 Kilograms a year and growing and with a yearly value of around $200,000,000. Currently, the apparent current competitors are; CannaVest, Inc. and Medical Marijuana, Inc., which own portions of each other’s companies, are the primary supplier of CBD oil in the United States. They supply the product in bulk to affiliate distributors and sell it retail in plastic tubes that are refined up to three levels. Real Scientific Hemp Oil™ is their trademark name.

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

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

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

Cannabinoids are found to have particular application as neuroprotectants, for example in limiting neurological damage following ischemic events, such as stroke and trauma, or in the treatment of neurodegenerative diseases, such as Alzheimer's, Parkinson's and HIV dementia. URCBDOil.com should be live by July 1, 2014 UPDATE). CBDESSENCE.com and URCBDOil.com will assist FutureWorld to generate positive cash flow for both URVape and our CBD oil and CBD infused products offered by NutraCann Labs.

CB Scientific, Inc.

CB Scientific, Inc. a wholly owned subsidiary based in Denver Colorado has developed new technologies specifically for cannabis analytics. Charles Steinburg, President of Herbal Synergy and Acting Vice President of CB Scientific Division, has been one of the main men behind gas chromatography testing in Colorado. Charles Steinberg’s credentials will prove to be an asset to CB Scientific He has been a judge at several High Times Cannabis Cups. CB Scientific introduced the first ever personal cannabinoid detection kits. These kits test all your products in-house and at your own convenience. These tests are quick, easy, and effective. CB Scientific’s new PERSONALANALYTICS THC & CBD detection kit is the first simple, quick and accurate consumer THC & CBD test which will give you’re an accurate reading of THC or CBD in any product you purchase, manufacture, or grow While many medical and recreational products are sold with cannabinoid levels listed, these numbers are often not representative of what is being sold.

URVape, Inc.

URVape™ is our brand name vaporizer pen which is sold with a charger and refill bottles. We market the product at URVape.com. It is our own trademarked vaporizer being marketed and sold online and in retail shops. The product is cutting edge design and requires puffing on the pen to facilitate battery use. The URVape vaporizing pen is sleek and lightweight. URVape will initially have oil vaporizers available and dry herb versions available in the coming months.

URVape was started to contribute to the current revolution, which has become an international phenomenon, known as the "Vaping" industry. URVape began test marketing OEM branded, off-the-shelf oil vaporizers, whose design and utility was well received, and which promulgated our first vendor agreement in the state of Colorado.

After studying the marketplace, with more than 466 vendors attempting to reach nicotine consumers, we recognized early on that there were unsupported claims and deficiencies in the products and e-liquids being sold. Product deficiencies were noted in the devices being used in combination with e-liquids, which, together could be producing harmful elements. Consequently, these elements are being inhaled as a result of heating the contents of the e-liquids, thereby producing potentially harmful changes to the initial ingredients. As a result, URVape has dedicated itself to providing products that are free of any substances which, when heated for vaping, could be harmful.

URVape has entered into an exclusive Non-disclosure/Non-compete contract with one of the foremost international vaping products manufacturers. Through our in-house Product Development personnel, and through the hiring of a consultant whose area of expertise is microbiology, specific to cannabis and vaping, we have developed two primary device changes that are being patented. These changes are designed to produce safe devices, built with safe materials, and to exact temperature specifications suited to a variety of e-liquids that we will bring to market.

We are also developing new methods of producing, packaging and flavoring a variety of e-liquids with the intention to provide consumers with happy, healthy and potentially curative products.

URVape’s plans include the installation of its own laboratory along with a "clean room" for production of its products. The goal is to become the market leader of safe vaping materials. To that end, URVape has Trademarked "SafeVape" for use in describing the technologies utilized in bringing both devices and e-liquids to the marketplace.

The E-cigarette, Cannabis and Herbal vaping industry is an ever growing and evolving industry. Business models need to be constantly adjusted and configured based on all moving parts. But we are fortunate to be part of this historical moment in time where consumers around the globe will finally have access to natural plant derivatives to enhance their health and enjoyment without the inherent side effects of synthetic medicines. URVape will be part of that historical moment creating technologies for the delivery of its specialized, researched products. With the decriminalization and legalization of cannabis for medicinal and recreational use in many states and countries throughout the world the adoption of electronic vaporizing by the world’s 1.2 Billion smokers - eCig or vaporizer market is the fastest market within the tobacco (free) industry and estimated to be a multi-billion dollar industry within a few years.

HempTech Corp:

HempTech Corp has several products available specifically geared to helping cultivators of industrial hemp and medical cannabis maximum yields while helping to control costs. CaNNaLyTiX™ , SPIDer™, SmartSense™ ,Smart.NRG™ , and CaNNaTRAK™.

CaNNaLyTiX™ “A picture is worth a thousand words” and being able to visualize all the various aspects of a cultivation enterprise solves challenges before they become problems. CaNNaLyTiX™ is a dashboard controller system that allows the various computer systems to be integrated throughout a cultivator’s infrastructures. Using state-of –the-art API connecting software packages, CaNNaLyTiX™ can allow all computer systems to be monitored with the ease of a smartphone app and the robust hardware of integrated servers or cloud-based application.

CaNNaTRAK™- the next generation of barcode & RFID tracking systems for keeping pace with the extensive demands of seed to sale tracking of Hemp/Cannabis for state compliance. We are currently developing “game changer” modifications that will make it the ultimate software system in the industry. CannaTRAK’s Asset Tracking Management Software automates the major aspects of the Asset Life Cycle. The Product suite is made up of modules, which are able to operate independently of one another, are able to be configured to work together, or to be integrated with non-native applications. CaNNaTRAK™ software easily tracks assets using bar coding, radio frequency (RFID), imaging, and wireless technologies. CaNNaTRAK™ software is designed under the client/server architecture, is multi-user and menu-driven following industry-standard MS Windows protocols and graphical user interfaces. CaNNaTRAK™ applications are compatible with MS Windows XP, Vista, Windows 7 & 8.1 operating systems and with SQL Server 2008 through 2013.

CaNNaTRAK’s mobile information applications are compatible with Windows Mobile devices and are tightly integrated with; bar coding, RFID, GPS, imaging, biometrics and wireless technologies. Due to the State law, legal governance, compliance and tax reasons, we believe CaNNaTRAK™ will be an invaluable tool for legal compliance and profitability from growers to dispensers of the legal medicinal marijuana. Over the past decade, 22 (any change since November elections?)states have approved the use of medicinal marijuana. Medicinal marijuana has become an alternative to traditional treatments for patients with clinical diseases such as cancer and HIV/AIDS. The medicinal marijuana market is estimated to be valued in the billions of dollars initially and may provide hundreds of millions of dollars tax revenue for the state’s tax coffers.

We believe compliance and governance will be a big concern for the state offices overseeing the cannabis lifecycle and CaNNaTRAK™ will be an invaluable tool to comply and monitor for the medicinal marijuana industry. Our competition presently consists of the MITS system being used in the state of Colorado, the BioTrackTHC system being used in the state of Washington, and MJ Freeway. Certainly we will look to enter every burgeoning market throughout the United States.

SPIDer (Secure Perimeter Intrusion Detection Network) is a system to meet the needs of theft and malicious attacks. While the economy is seeing improvement, theft, site destruction, and malicious activity are still happening at an alarming rate and within the legal Cannabis/Hemp industry surging forward we can expect no change particularly because of its specific draw. The SPIDer systems consist of 3 levels of detection to identify intruders and threats in areas that are restricted.

The first level utilizes an electronically charged coaxial cable woven into your chain link fencing. Excessive fence movement will set off an alarm through your network notification system that someone is attempting to enter your facility. This is a very cost effective means to secure your site to meet security requirements for your company. The second level consists of a visual intrusion monitoring system. It is a wireless, battery operated, and connected through the cellular network. It provides 24/7 monitoring and notification through the internet and email system. Once an intruder is identified an alarm is sent to the security team with a picture that allows you to identify if this is an authorized or unauthorized person.

The network system can quickly be deployed and moved to provide security coverage as needed. The third level is a multi-level detection and verification system that uses both level one and level two to rapidly identify a potential intruder and provide you information for a rapid decision. The combination of the two systems provides the additional barriers for quick action. Sometimes seconds are critical in preventing serious damage or theft at your site. The command center software provides intrusion notification to your network center and to individuals via email. For level two and three you receive a picture that enables you to make a more informed and quicker decision concerning your action.

The SPIDer solution addresses the potential threat facing the entire Cannabis/Hemp industry. With this system you are able to supply your security team with information that enables them to be proactive in addressing these costly activities. Compliance with state rules and regulations for the Cannabis/ Hemp industry is going to be essential. Though there are many security companies on the market, few are adapting themselves to the Cannabis industry.

SmartSense- offers wireless security and smart sensor mesh network for precision agriculture, irrigation systems, and greenhouses for the hemp industry. Our Smart Agriculture models allow monitoring multiple environmental parameters involving a wide range of applications with smart sensors such as Leaf Wetness, Atmospheric Pressure, Solar Radiation, Air Temperature / Humidity, Soil Temperature / Moisture, Ultraviolet Radiation etc. The smart sensor information will be collected and sent via the cloud to the central office for analysis and procedural modifications. FutureWorld is not aware of any another competitor in the United States. FutureWorld, through HempTech plans on marketing the product to large and medium sized grow facilities since they will have the greatest need.

SmartNergy- offers tools to analyze every aspect of a cultivator’s energy usage. Being fully integrated with CaNNaLyTiX™, one can visualize energy consumption in real-time and track historical usage. The software’s predictive functionality also helps optimize energy use challenges proactively. We believe a cultivator’s huge electric bills can be scaled back when the entire grow is looked at as a complete and fully integrated operation.

CaNNaBoX™- Much like a bank ATM, the CaNNaBoX™ machine operates with the swipe of a card, which will verify identity, age and prescription information of a medical marijuana patient before releasing measured packages of marijuana. The advantage is you will not have to be waited on by an assistant if you don't require consultation and the store location is busy. The machine is capable of holding several hundred items in multiple forms of marijuana. CaNNaBoX™ is a secure robotic device specifically designed for dispensing cannabis products in secure prepackaged amounts, in complete accordance with state law requirements, in licensed dispensaries, and only to legal buyers.

FutureWorld has teamed up with American Green to brand the Zazzz Dispensary machine with the CaNNaBoX™ logo and distribute the product across the United States and possibly worldwide. Presently the Zazzz machine presented by American Green, which is first to the market, MedBox Inc.’s machine, and a vending machine product by Endexx Corp also distribute the product. The model for FutureWorld is to bring 1500 units to market within a couple years in accordance with our JV goals alongside American Green and its Zazzz machine.

There will be a revenue sharing agreement with American Green and FutureWorld for every placed CaNNaBoX™ machine via monthly leasing and transaction costs. We are currently putting together the details of the JV with American Green and beginning the marketing and design phase of our product. Revenues are purely a function of quantity at this point. A monthly leasing fee of approximately $150 dollars a month and a transaction cost somewhere between $1.50 and $2.00 per. Competing brands are to look for a large upfront expenditures from dispensaries for the machines which we believe will make their sales model harder to actual achieve sales nationwide.

CaNNaBoX™ will be marketed exclusively through our new dispensary division, DispenseTek. DispenseTek was created to market and sell dispensary related products and services including but not limited to CaNNaBoX™. It is important to understand, CaNNaBoX™ robotic dispensaries are secure delivery and control systems for use in licensed cannabis dispensaries and not “vending machines”. Their specific design benefits public safety, governance, dispensaries, and consumers.

HempTech has also signed an agreement with Colorado Flower Company to provide turnkey state-of-the-art technology for their grow facility which is being built on our land in Colorado. The contract calls for $1.5M and the technology is leased at $190K per month for five years.

FutureLand Properties, LLC.

On October 06, 2014, the Company has formed a 100% owned subsidiary: Futureland Properties, LLC in the state of Colorado. FutureLand’ s primary purpose is to purchase properties for lease back or lease to Hemp farmers and medical cannabis growers. Futureland Properties purchased a 240 acres of agricultural land in the southern Colorado. FutureLand Properties, LLC, closed on 237 acres in southern Colorado on October 30th, 2014 for the purpose of leasing to licensed Cannabis and Hemp growers. The decision was made based on increased demand for medical and recreational cannabis and loosening of some restrictions in Colorado. We believe the future of cannabis grows will belong to large state-of-the-art facilities much like agricultural industry. In Colorado and other legal states, only few large cannabis grow facilities will remain which would allow for easier supervision and administration by the State and Federal government.

On December 5, 2014, the Company announces the completion of a Commercial Lease Agreement effective 1st day of December, 2014 by and between FutureLand Properties, LLC, a Colorado corporation ("Landlord") and Colorado Flower Company, LTD. ("Tenant"). FutureLand is the owner of land and improvements commonly known as TWP 27 RNG 68 SEC 25: NE4NW4 LESS 3

ACRES FOR RIGHT OF WAY TOTAL ACRES 37, La Vita Colorado 81011 (hereinafter the "Property"). FutureLand will be the owner of a 14,940 square foot greenhouse and any other structures to be constructed/situated on the Property. The greenhouse and land may be collectively referred to hereinafter as the "Leased Premises.". This Commercial Lease Agreement is for five (5) years and FutureLand shall also grant to the Tenant additional three (3) years options to renew this Commercial Lease at Tenant's sole discretion.

The Company is to finance and build 2000+ plant cannabis cultivation greenhouse for Colorado Flower Company on a 37 acres property owned by the Company. This large cultivation facility will be one of many on the same property. Company is also to provide high tech automation solutions to control all processes in the greenhouses based on HempTech's state-of-the-art technologies.

The Company (through separate agreements with HempTech and CB Scientific) will provide greenhouse, processing equipment, Spider Security Technology, SmartSense, SmartNergy, CaNNaLyTiX, and growing/laboratory equipment located on the Property provided by HempTech Corp and CB Scientific. HempTech Corp., a FutureWorld Corp. subsidiary, will supply Spider Security Technology, SmartSense, SmartNergy and CaNNaLyTiX. CB Scientific, a FutureWorld Corp. subsidiary, will supply all testing and laboratory equipment to the Grow.

The master lease agreement calls for $575,000 monthly lease payments for the land, the greenhouse and the technology for five years.

FutureLand Properties only leases the land, infrastructure and technologies. It does not grow or sell or distribute any products that are in violation of the United States Controlled Substances Act (US.CSA).

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 December 31, 2014 and 2013: (b) the financial position at December 31, 2014 and March 31, 2014 and (c) cash flows for the three and nine months ended December 31, 2014 and 2013, 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, 2014 filed with the Securities and Exchange Commission on October 31, 2014.

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

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 wholly owned subsidiaries, URVape, Inc., HempTech Corp., CB Scientific, FutureLand Properties, LLC and MedTest Inc.

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 December 31, 2014 and March 31, 2014, 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

Inventory consists of finished product, URVape electronic vaporizing cigarettes valued at the lower of cost or market valuation under the first-in, first-out method of costing, PersonalAnalytics testing kits that are also valued at the lower of cost or market valuation under the first-in, first-out method of costing and CBD bulk oil that are also valued at the lower of cost or market valuation under the first-in, first-out method of costing.

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 December 31, 2014 and March 31, 2014.

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 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 for CaNNaTRAK, SmartSense, CaNNaLyTiX 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 December 31, 2014 and March 31, 2014.

Revenue Recognition

The Company is principally in the business of providing solutions to the cannabis industry that incorporates our CaNNaTRAK, SmartSense, URVape, PersonalAnalytics and CaNNaLyTiX technologies. Contracts include multiple revenue components, comprised of our product sale, software licensing, hardware platforms, installation, training and maintenance. In accordance with ASC 605-25 Multiple-Element Arrangements, revenue from licensing the software will be recognized upon installation and acceptance of the software by customers. Revenue from sale of products (URVape & PersonalAnalytics) will be recognized upon the delivery of the product to our customer. 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.

Revenue associated with software sales to distributors is recognized, net of discounts, when the Company has performed substantially all its obligations under the arrangement. Until such time as substantially all obligations under the arrangement are met, software sales are recognized as deferred revenue. Costs and expenses associated with deferred revenue are also deferred. When a software sales arrangements include a commitment to provide training and/or other services or materials, the Company estimates and records the expected costs of these training and/or other services and/or materials.

Foreign currency translation

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

Cost of Goods Sold

The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying income statement.

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 nine months ended December 31, 2014 and 2013 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, 2013 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 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment. ASU No. 2014-08 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. 201408 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 2014-08 becomes effective for interim and annual periods beginning on or after December 15, 2014. Adoption of ASU 2014-08 is not expected to have a significant impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, 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 2014, the FASB issued ASU 2014-16-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 December 31, 2014, the Company incurred a net loss of $167,996 and a cumulative net loss since inception of $6,680,324. As of December 31, 2014, the Company had cash of $150,794 and working capital deficit of $1,099,308 with which to satisfy any future cash requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company depends upon capital derived from future financing activities such as loans from its officers and directors, subsequent offerings of its common stock or debt financing in order to operate and grow the business either directly or through its subsidiary. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not in the Company's control and that may have a direct bearing on operating results. These factors include, but are not limited to, acceptance of the Company’s business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to grow the business. There may be other risks and circumstances that management may be unable to predict.

4. Property and Equipment

Property and equipment as of December 31, 2014 and March 31, 2014 consists of the following:

	December 31, 2014		March 2014

Computer equipment	$	1539-	$	-
Furniture and fixtures		0-		-
		-		-
Accumulated depreciation		565-		-
Net	$	974-	$	-

5. Intangibles

On May 2, 2014, the Company acquired the assets of MedTest, Inc., including Product Technology for 5,000,000 shares of Common Stock valued at $100,000. FutureWorld also acquired certain Trademarks from HempTech Corp., URVape, Inc., and CB Scientific, Inc. for in April of 2014 valued at $825. The useful lives of the Product Technology and Trademarks have been evaluated to have a useful life of 15 years and are being amortized accordingly per the financial statements. For the three and nine months ended December 31, 2014, the amortization expense for intangible assets was $6,726 and $9,531, respectively.

	December 31, 2014		March 31, 2014

HempTech Product Technology	$	102,875	$	-
Trademarks		825		-
		-		-
Accumulated Amortization		(9,531)		-
Intangibles, Net	$	94,169	$	-

6. Stock Options and Awards

The company currently has agreements with certain employees that offer stock options and stock awards. The company is valuing stock options and stock awards using Black-Scholes and currently amortizing over the vesting periods. For the three and nine months ended December 31, 2014 the company has amortized $27xxx and $22xxx, respectively. Options and Shares are expected to vest in accordance with the following schedule:

Weighted Average

Remaining

Options

Intrinsic

Exercise

Contractual

Outstanding

Vested

Value

Price

Term

Options, March 31, 2014

Granted

8,350,000

37,500

$ 0.0262

3.46 yrs

	0	0
Forfeited	0
Options, December 31, 2014	8,350,000	37,500

Option Expense for the three and nine months ended was $17,951 and $33,235, respectively.

	Awards		Awards
	Outstanding		Vested
Options, March 31, 2014		0		0
Granted		4,600,000		0
Exercised		0		0
Forfeited		0		0
Options, December 31, 2014		4,600,000		0

Stock Awards Expense for the three and nine months ended was $8,164 and $15,778, respectively.

7. Accrued Expenses

Accrued expenses at December 31, 2014 and March 31, 2014 were as follows:

	December 31, 2014		March 31, 2014
Accrued salaries and payroll taxes	$	1,154,172	$	1,030,071

Accrued interest		138,609		59,4590
Accrued penalties				-
	$	1,292,781	$	1,089,530

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 December 31, 2014 and March 31, 2014, the balance due to Mr. Talari on this Promissory Note is $205,748 and $299,118 respectively, and the accrued interest thereon at December 31, 2014 and March 31, 2014 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 $9,371 per month, with a 5% increase per annum and (b) all group insurance plans and other benefit plans and programs made available to the Company’s management employees. The balance of accrued salaries payable to Mr. Talari is $1,096,393 and $900,733 as of December 31, 2014 and 2013 respectively.

Cameron Cox

On April 15, 2014, the Company entered into a three-year Employment Agreement with Mr. Cox, the Company’s Acting Vice President of Business Development. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $3,000 per month, with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s management employees.

Kevin Defant

On April 21 2014, the Company entered into a three-year Employment Agreement with Mr. Defant, the Company’s Acting Tech Director. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $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.

Bill Short

On April 24, 2014, the Company entered into a three-year Employment Agreement with Mr. Short, CB Scientific’s Acting Chief Operations Officer. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $3,000 per month, with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s management employees

Derek Lebahn

On May 15, 2014, the Company entered into a three-year Employment Agreement with Mr. Lebahn, the Company’s Acting President of the CB Scientific Division. 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.

Charles Steinberg

On May 15, 2014, the Company entered into a three-year Employment Agreement with Mr. Steinberg, the Company’s Acting Vice President of the CB Scientific Division. 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.

Joseph Kelly

On June 18, 2014, the Company entered into a three-year Employment Agreement with Mr. Kelly, the Company’s Acting Product Development Executive for the CB Scientific Division. 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 $1,600 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.

Andrew Marlatt

On June 18, 2014, the Company entered into a three-year Employment Agreement with Mr. Marlatt, the Company’s Acting Product Development Executive for the CB Scientific Division. 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.

Richard Buck

On June 18, 2014, the Company entered into a three-year Employment Agreement with Mr. Buck, the Company’s Acting Product Development Executive for the CB Scientific Division. 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 $2,400 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.

10. Office Space

During the Company's initial stage, it has limited need for use of office space or equipment. The Company operates out of office space shared by the principals at an allocated cost of $ 1,440 per month.

11. Stockholders’ Equity

Preferred Stock: The Company has 100,000,000 shares of $0.0001 par value stock Authorized. No shares have been issued or are outstanding as of December 31, 2014.

Common Stock: The Company has 1,900,000,000 shares of $0.0001 par value stock Authorized. As of March 31, 2014, 446,373,966 shares were issued and outstanding.

On May 2, 2014, 5,000,000 shares of stock were issued in accordance with a Share Exchange Agreement with MedTest, Inc. 1,500,000 shares were issued upfront for the share exchange and an additional 3,500,000 shares for certain benchmarks set for product pilots and development.

On May 13, 2014, 1,000,000 shares of stock were issued in exchange for Services of $19,000.

On August 29, 2014, 1,600,000 shares were issued in exchange for Services for $41,000

As of December 31, 2014, there were 453,973,966 shares of common stock were issued and outstanding.

12. Subsequent Events

On January 20, 2015, the Company enters into a Commercial Lease Agreement between FutureLand Properties, LLC, a Colorado corporation ("Landlord") and GPS La Vita, Inc. ("Tenant"). FutureLand is the owner of the land LOT 19, PHASE 1, MAJORS RANCH, ACCORDING TO Plat Map No. 343, recorded April 30, 1995 in Pocket 7, Folder 3, Plat Map No. 351, recorded August 26, 1995 at Pocket 7, Folder 3, Plat Map No. 355, recorded September 29, 1995 at Pocket 7, Folder 3, Plat Map No. 392, recorded December 31, 1996 at Reception No. 327236, ACCORDING TO THE RECORDS OF THE CLERK AND RECORDER FOR HUERFANO COUNTY, COLORADO, La Vita Colorado 81011 (hereinafter the "Property"). FutureLand will lease out five (5) acres of the 200 Acres to GPS La Vita, Inc. The Commercial Lease Agreement is for five (5) years and FutureLand shall also grant to the Tenant additional (3) 5-year options to renew this Commercial Lease at Tenant's sole discretion. The Commercial Lease Agreement calls for $50,000 for leased Acres per month ($10,000 per Acre per month) for the term of the lease.

The company will be obligated to buy back any and all improvements on the property within 36 months of operations at cost plus cumulative 10% cost of funds per annum. GPS shall have first right of refusal to participate in future grows on the property.

The Company is in the process of selling all assets of HempTech to a public company. The company has also in the process of filing an S1 for URVape and CB Scientific.

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

FutureWorld (Other OTC: 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.

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 URVape vaporizer pens, PersonalAnalytics test kits, FutureLand land lease agreement and selling our CBD oil under “CBDESSENCE”. In 2014, lease and product revenue represented 100% of our total revenue.

We expect to diversify our revenue base by licensing and selling HempTech related products and services by the end of 2014 and beyond.

Cost of Revenue and Gross Profit (Loss)

Product cost of revenue consists of third party product costs, including raw materials, component parts and associated freight, and normal yield loss in the period in which we recognize the related revenue. In addition, product cost of revenue may include compensation, benefits and stock-based compensation provided to our personnel, and overhead and other direct costs, which are recognized in the period in which we recognize the related revenue. Further, we recognize certain costs, including logistics costs, expenses for inventory obsolescence, warranty obligations, lower of cost or market adjustments to inventory, and amortization of intangibles, in the period in which they are incurred or can be reasonably estimated.

Service cost of revenue includes compensation and related costs for our yearly maintenance service delivery, customer operations and customer support personnel, facilities and infrastructure cost and depreciation. In accordance with our accounting policies, we recognize service cost of revenue in the period in which it is incurred even though the associated service revenue may be required to be deferred as described under "-Critical Accounting Policies and Estimates-Revenue Recognition."

Our gross profit (loss) varies from period to period based on the volume, average selling prices, and mix of products and services recognized as revenue, as well as product and service costs, expense for warranty obligations, and inventory write-downs. The timing of revenue recognition and related costs, which depends primarily on customer acceptance, can fluctuate significantly from period to period and have a material impact on our gross profit and gross margin results.

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 December 31, 2014 and 2013 was $362,416 and $0.00, respectively, representing an increase of 100%. Substantially all revenue from 2014 was derived from few customers. The increase in total revenue is attributable to our successful ongoing product development efforts and inventions such as URVape and PersonalAnalytics test kits. We expect to substantially increase our total revenue by marketing HempTech related products and services for the next several quarters.

Total revenue for nine months ended December 31, 2014 and 2013 was $440,188 and $0.00, respectively, representing an increase of 100%. Substantially all revenue from 2014 was derived from few customers. The increase in total revenue is attributable to our successful ongoing product development efforts and inventions such as URVape, PersonalAnalytics test kits and our land lease. We expect to substantially increase our total revenue by marketing HempTech related products and services for the next several quarters.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses for the three months ended December 31, 2014 and 2013 were approximately $367,453 and $40,312 respectively. The increase in selling, general and administrative expenses in 2014 as compared 2013 was due primarily to the cost of additional human resources, higher professional fees related to fees associated with additional debt financings. General and administrative expenses increased due to additional expenses incurred as the result of the Company’s start of operating activities.

Selling, general and administrative expenses for the nine months ended December 31, 2014 and 2013 were approximately $885,818 and $147,502, respectively. The increase in selling, general and administrative expenses in 2014 as compared 2013 was due primarily to the cost of additional human resources, higher professional fees related to fees associated with additional debt financings. General and administrative expenses increased due to additional expenses incurred as the result of the Company’s start of operating activities.

Net Loss from Operations. For the quarter ended December 31, 2014 and 2013, we incurred net losses of $167,996 and $52,730, respectively. Losses also include depreciation and amortization, non-cash expenses, in the amount of $112,304 and $9,870 for the quarter ended December 31, 2014 and 2013, respectively. There were no write downs in 2014: however, impairments and write downs of certain assets occurred in 2014 and 2013, due to valuation assessments by management, incurring charges of approximately $25,338 and $31,538 respectively.

Net Loss from Operations. For the nine months ended December 31, 2014 and 2013, we incurred net losses of $816,542 and $208,677, respectively. Losses also include depreciation and amortization, non-cash expenses, in the amount of $115,109 and $42,810, respectively. There were no write downs in 2014: however, impairments and write downs of certain assets occurred in 2014 and 2013, due to valuation assessments by management, incurring charges of approximately $25,338 and $31,538 respectively

Compensation and consulting expenses were $124,296 and $39,132 for the three months ended December 31, 2014 and 2013 respectively, Compensation and consulting expenses were $354,578 and $146,055 for the nine months ended December 31, 2014 and 2013 respectively. The increases are due to the increase in operations and officer compensation.

LIQUIDITY AND CAPITAL RESOURCES

We had $150,794 in cash at December 31, 2014, and $60,047 respectively remaining on the lines of credit from Mr. Talari with which to satisfy our future cash requirements. Our management believes that the credit lines will support only limited activities for the next twelve months. 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 December 31, 2014 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 December 31, 2014 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 December 31, 2014 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 December 31, 2014.

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 December 31, 2014 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

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 third quarter December 31, 2014 filed with the Securities and Exchange Commission.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3

Defaults Upon Senior Securities.

Not applicable.

Item 4

Removed and Reserved.

Not applicable

Item 5

Other Information.

We are in the process of spinning-off one of our subsidiary; URVape Inc. We have chosen resources to file the appropriate filings with SEC shortly. Another subsidiary will be spun off shortly after the completion of URVape Inc. We may bypass the S1 filing through reverse merger with another public company. We are selling 100% of the assets of HempTech Corp to a publicly traded company.

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

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FutureWorld Corp.

Date: February 17, 2015	By:	/s/ Sam Talari
		Saeed (Sam) Talari, Principal Executive Officer



Date: February 17, 2015	By:	/s/ Charles J. O’Donnell
		Charles J. O’Donnell, Principal Financial & Accounting Officer

FUTUREWORLD CORP. - FORM 10-Q - February 17, 2015

Attached files

FUTUREWORLD CORP. Reports