FUTURELAND CORP. - FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-53377

FUTURELAND, CORP.

(Exact name of registrant as specified in its charter)

10901 Roosevelt, Blvd, Suite 1000c
St. Petersburg, FL	33716
(Address of principal executive offices)	(Zip Code)

(720) 370-3554
(Registrant's telephone number, including area code)

772 U.S. Highway One, Suite 200

North Palm Beach, FL 33408

(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the issuer (1) 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. Yes ☒ 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). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State 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 sold as of the last business day of the registrant's most recently completed 2nd fiscal quarter.

The number of shares of the registrant's Common Stock issued and outstanding was 4,404,353,754 shares as of May 15, 2018.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

Unaudited & Unreviewed

			Page

PART I.

Item 1.	Condensed Consolidated Financial Statements.

		Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017 (Unaudited)	F-1
		Statements of Operations For The Three Months Ended March 31, 2018 and 2017 (Unaudited)	F-2
		Statements of Cash Flows For The Three Months Ended March 31, 2018 and 2017 (Unaudited)	F-3
		Notes to Condensed Consolidated Financial Statements (Unaudited)	F-4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		20

Item 4.	Controls and Procedures.		21

	PART II

Item 1A.	Risk Factors.		22

Item 6.	Exhibits.		22

Signatures			23

Exhibit Index			23

F-1

FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
Consolidated Balance Sheets As of March 31, 201 (unaudited) and December 31, 201 (unaudited)


	March 30,			December 31,
	2018 (Unaudited)			2017 (Unaudited)

ASSETS

Current assets
Cash	$	775		$	136,149
Related party receivable		435,104			676,626
Security-retainer-deposits		1,108			1,108
Total current assets		436,987			813,883

Property and equipment
Land		405,251			405,251
Land improvements		42,430			42,430
Buildings and structures		50,000			50,000
Building improvements		8,337			8,337
Furniture and fixtures		2,962			2,962
Accumulated depreciation		(7,117	)		(3,716	)
Total property and equipment, net		501,863			505,264

Other assets
Investment		5,200			5,200
Related party receivable (non-current)		3,540,000			3,540,000
Allowance for uncollectible receivable		(3,290,000	)		(3,290,000	)
Total other assets		255,200			255,200
Total assets	$	1,194,050		$	1,574,347

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	31,647		$	109,260
Accrued expenses		362,967			333,967
Short-term loans – related parties		207,001			459,809
Convertible debenture payable, net of premium and discount		196,708			83,951
Accrued interest		60,224			55,881
Convertible notes – Oregon properties		-			19,270
Total current liabilities		858,547			1,062,588

Stockholders' equity (deficit)

Preferred stock, No par value; 10,000,000 shares authorized;
Series A convertible preferred Stock, no par value; 200,000 designated
No shares issued & outstanding at March 31, 2018 and December 31, 2017, respectively
Series B convertible preferred Stock, no par value; 20,000 designated
3,000 shares issued &outstanding at March 31, 2018 and December 31, 2017, respectively		6,450			6,450
Common stock, $0.001 par value; 7,990,000,000 shares
authorized, 4,404,353,754 and 3,711,859,957 shares issued and
outstanding at March 31, 2018 and December 31, 2017, respectively		7,331,242			7,249,939
Additional paid-in capital		9,727,395			9,727,395
Accumulated deficit		(16,729,585	)		(16,472,025	)
Total stockholders' equity (deficit)		335,502			511,759
Total liabilities and stockholders' equity (deficit)	$	1,194,049		$	1,574,347

The accompanying notes are an integral part of these financial statements

F-2

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

Consolidated Statements of Operations

For the Three Months Ended March 31, 2018 (Unaudited) and 2017 (Unaudited)




	For the Three Months Ended
	March 31,
	2018 (Unaudited)			2017 (Unaudited)

Revenues		-			-

Operating expenses:
General and administrative	$	9,395		$	20,307
Salaries and benefits		65,000			65,000
Stock-based compensation		-			38,850
Professional fees		4,482			224,555
Total expenses		78,877			348,712

Net operating (loss)		(78,877	)		(348,712	)

Other income (expense):
Settlement of liability		-			(33,300	)
Interest expense		(19,432	)		(13,509	)
Amortization of debt discount		(159,251	)		(103,312	)
Total other income (expense)		(178,683	)		(150,121	)

Net (loss)	$	(257,560	)	$	(498,833	)

Weighted number of common shares outstanding, basic		721,010,463			119,138,917

Net loss per common share, basic	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-3

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

Consolidated Statement of Cash Flows
For the Three Months Ended March 31, 2018 (Unaudited) and 2017 (Unaudited)

	For the Three Months Ended
	March 31,
	2018 (Unaudited)			2017 (Unaudited)

Cash flows from operations
Net (loss)	$	(257,560	)	$	(2,236,783	)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization		3,400			169
Common stock issued for services		-			1,321,000
Amortization of discount and premium associated with convertible debt		159,251			332,400
Interest expense from financing fees		19,432			179,452
Settlement of liability		-			-
Changes in working capital components:
Accounts payable		(77,613	)		39,729
Accrued expenses		24,659			116,900
Related party receivable		241,522			-
Accrued interest		4,343			11,872
Advances from related parties		(252,808	)		-
Net cash provided by (used) for operating activities		(135,374	)		39,680

Cash flows from investing activities
Payments for land improvement		-			(6,408	)
Net cash provided by investing activities		-			(6,408	)

Cash flows from financing activities
Proceeds from issuance of convertible debentures		-			360,000
Repayment of short-term loans		-			(51,904	)
Repayment of short-term loans – related parties		-			(139,659	)
Net cash provided by financing activities		-			168,437

Net increase (decrease) in cash		(135,374	)		201,709
Cash, beginning of period		136,149			62,457
Cash, end of period	$	775		$	264,166

The accompanying notes are an integral part of these financial statements

F-4

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

NOTE 1: NATURE OF OPERATIONS, BASIS OF PRESENTATION, RECAPITALIZATION AND GOING CONCERN

FutureLand, CORP. (formerly known as AEGEA, Inc.) ("we", "us", the "Company") was incorporated in Colorado on November 29, 2007 under the name Forever Valuable Collectibles, Inc. We changed our name effective July 1, 2014 in connection with our July 22, 2014 acquisition of AEGEA, LLC which is in the planning stages of developing an international community and mega-resort destination in the heart of South Florida called AEGEA. Prior to the acquisition of AEGEA, LLC, we were been engaged in the business of buying and reselling commemorative professional and college sports memorabilia.

On March 10, 2015, an Exchange Agreement was entered (the "Agreement"), by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FutureWorld, Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter referred to as "FLP"), a Colorado Limited Liability Corporation. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.

In connection with the Exchange Agreement, we issued an aggregate of 27,845,280 shares of our common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for certain actions, including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment of two directors as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% (27,845,280} of the outstanding shares of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such exchange and returned to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA Holders shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding shares of the Company, issuable within ten days of the end of each fiscal quarter following such initial issuance. Pursuant to the Agreement, all assets of the Company, including all intellectual property, contractual rights, business plans, architectural works, property rights, and other valuable matters, shall be sold to the AEGA Holders, into a new private entity formed at their direction, control and benefit, in settlement for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities will be assumed by the new private entity. This transaction is expected to be accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP will have voting and management control of the combined entity.

In May 2015, we changed our name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of our common stock. All share and per share data in this annual report have been retroactively restated to reflect the reverse stock split. The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair market values as of the acquisition date. The Company has not finalized the determination of the fair values of the liabilities assumed and assets acquired and therefore the provisional amounts set forth are subject to adjustment when valuations are completed. Under GAAP, companies have up to one year following an acquisition to finalize acquisition accounting.

F-5

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

The following details the preliminary fair value of the provisional goodwill transferred to effect the acquisition;



AEGEA Entertainment stock issuance per merger agreement:
1,470,000 shares of common at $3.00 per share	$	4,410,000

Less: AEGEA Entertainment shareholders stock cancellation
202,988 (cancellation of shares per agreement)		(608,964	)

Fair value of provisional goodwill transferred	$	3,801,036

In accordance with ASC Topic 805, Business Combination, the application of purchase accounting requires that the total purchase price be allocated to the fair value of identifiable assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding the fair values recorded as goodwill. Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The allocation process requires, among other things, an analysis of acquired fixed completed the determination of the fair value of assets acquired and liabilities assumed, accordingly; management has not made adjustments to the provisional fair values for the assets acquired and liabilities assumed. In addition the Company has not made a determination as to the deductibility of all or a portion of goodwill for tax purposes.

Description of Business

FutureLand Properties LLC. was originally formed as a wholly-owned subsidiary of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution Agreement with FutureLand, a wholly-owned subsidiary of the Company. In accordance with this agreement, FutureLand, in return for contribution of intellectual property, cash, and web development services by the Company, has exchanged 40,000,000 shares of its common stock representing 100% of the shares outstanding. On March, 10th, FutureLand Properties LLC did a merger agreement with Aegea Inc. (FutureLand Corp), ensuing FutureLand Properties LLC to become Aegea Inc. (FutureLand Corp) wholly owned subsidiary. The agreement resulted in the FutureLand Properties LLC's shareholders (FutureWorld Corp) to be issued 27,845,280 shares of Aegea Inc. (FutureLand Corp). This will result in FutureLand Corp's shares being held for investment on FutureWorld's balance sheet.

FutureLand Corp. operates its presented business through its subsidiary, FutureLand Properties, is an agricultural land lease company catering to the industrial hemp, legal medical marijuana and recreational cannabis market. Future Land was started to capitalize upon the distinct separation of the cultivation grows from the dispensaries, specifically with respect to Colorado. In the State of Colorado, which has become the quintessential poster-child for what the industry may look like for the rest of America, at least temporarily, as other states determine what exact direction they will choose to go, there are residency laws that must be adhered to. For instance, in order to get a license to grow or profit from cannabis in Colorado you must be a 2-year resident. The laws are very specific; anyone who is not a 2-year resident cannot profit from the sale of the cannabis flower or infused products. Because of this mandate, Future Land Corp must be a land owner and leaser in order to effectively participate in the cannabis grow industry, which we believe is essential in order to gain a competitive advantage. We also must own the structures on the land to control the lease and our future position in the industry.

The business model is simple; offer growers the opportunity to grow. We have the land and then we find growers requiring assist in funding and obtaining their license and grow facility. Next, we arrange for additional operational items needed, including but not limited to, complete build-outs provided from our associated company, HempTech Corp, in order to capture additional revenue.

F-6

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

EXCHANGE AGREEMENT AND SALE OF AEGEA ASSETS

As discussed above, on March 10, 2015, an Exchange Agreement was entered, by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FWDG and its wholly-owned subsidiary, FLP. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.

Our current asset will comprise of 240 acres of prime property in southern Colorado and two signed lease agreements for grow facilities on its land. Our business plan is to continue attracting legal license holders to lease land and grow facilities on our 240 acres. We have other developmental land use plans for other projects being pursued as well.

On, October 30, 2014, FLP closed on 239.96 Acres in La Vita, Colorado in Huerfano County for $60,000. FLP entered into a lease agreement contract with a lease with Colorado Flower Company, LTD on Dec 1, 2014 allotting 37 acres for their grow facilities. FLP was formed as a Colorado State company on October 6, 2014 by FutureWorld Corp.

Prior to FLP being formed, the State of Colorado amended their laws allowing cannabis grow facilities to be separated from cannabis dispensaries effectively opening up an entirely new business opportunity that FLP entered into at that time. At such time, FLP pursued the business plan to secure a cannabis or hemp grower to execute their business plan of leasing the land, the structures, the technologies and provide maintenance contracts associated with the grow. Integral to its strategy is to provide the financing for the entire grow operation so as to establish a position by which to harness a competitive advantage in striking the right kind of lease in conjunction with Colorado State laws that would allow FLP to make above average returns. On Jan 20, 2015 FLP entered a contract with GPS, La Vita, Inc. allotting 5 acres for their immediate grow facilities. All of these contracts, and land ownings are currently in FLP.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, Florida Heartland EB-5 Regional Center LLC and Aegea, LLC. All inter-company balances and transactions have been eliminated in consolidation.

Going Concern

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At March 31, 2018 and December 31, 2017, the Company had $775 and $136,149 in cash, respectively, and $421,560 and $248,705 in negative working capital, respectively. For the three months ended March 31, 2018 and 2017, the Company had a net loss of $257,560 and $498,833, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems.

F-7

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

Although Management is certain that the related party receivable in the amount of $ 3,540,000 will be collectable in the future; it has been decided to set up an allowance for uncollectible debt. In the process, $ 3,290,000 has been written-off as bad debt. The related party receivable ( FutureWorld Corp ) in the amount of $ 250,000 will be retained. Any amounts collected above $ 250,000 will be considered income to the company in the future.

Management's plans with regard to these matters encompass the following actions: 1) obtain funding from new and potentially current investors to alleviate the Company's working deficiency, and 2) implement a plan to generate sales. The Company's continued existence is dependent upon its ability to translate its user base into sales. However, the outcome of management's plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at the time of purchase.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

F-8

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

Stock-based Compensation

ASC 718, "Compensation-Stock Compensation" requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award.

We account for non-employee share-based awards based upon ASC 505-50, "Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete.

Derivative Liability

We evaluate convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging." The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Income Taxes

The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net Loss per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260-10, "Earnings per Share." ASC 260-10 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. At March 31, 2018 and December 31, 2017, we excluded 1,000 shares of Series B Preferred Stock convertible into 1,000 shares of common stock and 18,955 and 2,995, respectively, shares of the Company's common stock were reserved for issuance upon conversion of convertible notes as their effect was anti-dilutive. As of April 14, 2016, the Company has common shares reserved for issuance upon conversion of convertible notes.

F-9

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

Research and Development

In accordance with ASC 730-10, expenditures for research and development are expensed when incurred and are included in operating expense. There were no R&D expenses

Recent Accounting Pronouncements

ASU 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements". ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during the year ended December 31, 2016.

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern." The provisions of ASU No. 2014-15 require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company's consolidated financial statements.

NOTE 3: CONCENTRATIONS

Concentrations of Credit Risk

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances in money market accounts may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. There were no cash deposits in excess of FDIC insurance at March 31, 2018.

F-10

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

NOTE 4: FIXED ASSETS

Fixed assets consist of the following at March 31, 2018 and December 31, 2017:

	March 31,			December 31,
	2018			2017

Land	$	405,251		$	405,251
Land improvements		42,430			42,430
Buildings and structures		50,000			50,000
Building improvements		8,337			8,337
Furniture and fixtures		2,962			2,962
		508,980			508,980
Less: Accumulated depreciation		(7,117	)		(3,716	)
Fixed Assets - net	$	501,863		$	505,264

Depreciation expense was $3,400 and $3,232 for the three months ended March 31, 2018 and 2017, respectively.

NOTE 5: RELATED PARTIES

The Company has advances to and from related parties. The advances were to and from directors of the Company or corporations in which the directors have significant ownership. The balance of advances to related parties for the periods ended March 31, 2018 and December 31, 2017 amounted to $435,104 and $676,626, respectively. These advances are recorded in current assets under related party receivable. The balance of advances from related parties for periods ended March 31, 2018 and December 31, 2017 amounted to $207,001 and $459,809, respectively. The advances are non-interest bearing and are due on demand (see Note 10).

NOTE 6: CONVERTIBLE DEBENTURES AND NOTES

At March 31, 2018 and December 31, 2017, the Company had convertible debt consisting of the following:

	March 31, 2018			December 31, 2017
Convertible debt	$	382,925		$	449,138
Less: debt discount		(186,217	)		(365,187	)
Convertible debt, net	$	196,708		$	83,951

Convertible debt principal payments of $12,500 were in default on maturity date as of December 31, 2016 as of the issuance date of these consolidated financial statements.

F-11

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

On April 15, 2016 the Company issued a face value $80,750 debenture to Auctus. The debenture accrues interest at 10% per annum and is convertible into the company's common stock at 45% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2016, the holder converted $34,599 in principal and $5,221 in accrued interest into 18,100,000 shares of common stock. During the year ended December 31, 2017, the holder converted the remaining balance of $46,151 in principal and $17,127 in accrued interest into 25,107,050 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $0, respectively.

On June 17, 2016, the Company issued a face value $92,000 debenture to EMA. The debenture accrues interest at 10% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2016, the holder converted $22,050 in principal and $270 in accrued interest into 9,000,000 shares of common stock. During the year ended December 31, 2017, the holder converted the remaining balance of $69,950 in principal and $5,157 in accrued interest into 30,441,675 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $0, respectively.

On July 8, 2016, the Company issued a face value $120,000 debenture to EMA. The debenture accrues interest at 10% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2017, the holder converted the remaining balance of $120,000 in principal and $15,690 in accrued interest into 380,826,777 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $0, respectively

On December 14, 2016, the Company issued a face value $87,500 debenture to EMA. The debenture accrues interest at 8% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2017, the holder converted the remaining balance of $87,500 in principal and $10,410 in accrued interest into 436,646,222 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $0, respectively.

On December 30, 2016, the Company issued a face value $85,000 debenture to Auctus. The debenture accrues interest at 10% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2017, the holder converted the remaining balance of $85,000 in principal and $5,633 in accrued interest into 407,712,768 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $0, respectively.

On March 21, 2017, the Company issued a face value $180,000 debenture to EMA. The debenture accrues interest at 8% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2017, the holder converted $177,488 in principal and $6,000 in accrued interest into 824,250 shares of common stock. During the three months ended March 31, 2018, the holder converted the remaining balance of $2,512 and $825 of accrued interest into 143,000,000 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $2,512, respectively.

On March 28, 2017, the Company issued a face value $180,000 debenture to Auctus. The debenture accrues interest at 8% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. During the year ended December 31, 2017, the holder converted $134,094 in principal and $12,686 in accrued interest into 841,392,600 shares of common stock. During the three months ended March 31, 2018, the holder converted the remaining balance of $45,905 and $2,737 of accrued interest into 424,271,575 shares of common stock. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $0 and $45,905, respectively.

F-12

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

On September 21, 2017, the Company issued a face value $300,000 debenture to Auctus. The debenture accrues interest at 8% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $300,000 and $300,000, respectively.

On October 19, 2017, the Company issued a face value $81,000 debenture to EMA. The debenture accrues interest at 8% per annum and is convertible into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion. As of March 31, 2018 and December 31, 2017, the outstanding balance of the debenture was $81,000 and $81,000, respectively.

NOTE 7: STOCKHOLDERS' DEFICIT

Description of Series B Convertible Preferred Stock

The 2,000 shares of Series B Convertible Preferred Stock have the following the designations, rights and preferences: The Company is not permitted to pay or declare dividends or other distributions to the holders of the Series B Preferred Stock, whether in liquidation or otherwise, The holder of the shares will be entitled to vote, on a one million-for-one basis, with the holders of our common stock on all corporate matter on which common shareholders are entitled to vote, and Each share is convertible into one share of our common stock.

Common Stock

Of the authorized common stock, 33,867,930 shares are outstanding as of immediately after the closing of the Acquisition and after giving effect to the shares to be issued to the former FutureLand shareholders as a result of the Acquisition. The holders of our common stock are entitled to receive dividends from our funds legally available therefor only when, as and if declared by our Board, and are entitled to share ratably in all of our assets available for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs. Holders of our common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Colorado corporate law. The holders of our common stock do not have cumulative voting rights, which mean that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our common stock currently issued and outstanding are fully-paid and non-assessable. No dividends have been paid to holders of our common stock since our incorporation, and no cash dividends are anticipated to be declared or paid in the reasonably foreseeable future.

Pursuant to the Acquisition Agreement, upon consummation of the Acquisition, AEGEA assumed all of FutureLand's options and warrants issued and outstanding immediately prior to the Acquisition. Prior to and as a condition to the closing of the Acquisition, each then-current AEGEA stockholder agreed to surrender certain shares of common stock held by such holder to AEGEA and the then-current AEGEA stockholders will retain or be issued additional shares to be an aggregate of 4.9% of common stock. Therefore, following the Acquisition, FWDG designated holders now hold 27,845,280 shares of AEGEA common stock which is approximately 98.93% of the Company Common Stock outstanding. The percentage ownership by FWDG designated holders will drop to around 94% of common shares after the issuance of the 4.9% new issuance of common shares to the AEGEA stockholders.

F-13

FUTURELAND, CORP. AND SUBSIDIARIES

(FORMERLY AEGEA, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

NOTE 8: SUBSEQUENT EVENTS

On September 6, 2017 GreenLeaf Holdings, LLC went into contract with FutureLand to purchase 80% of Amps Electric, Inc., a Massachusetts company, of which FutureLand owned 32%. Later, on the 25th of October, 2017, FutureLand acquired 19% more of Amps from GreenLeaf Holdings, LLC making them majority owners in the company. Then FutureLand came to understand that Amps Electric, Inc. in Massachusetts was an S Corporation and needed to be changed into a C Corporation or an LLC for us to have a legal voting interest in the entity. In April 2018 a new Florida C Corporation was filed named Amps Electric Holdings, Inc. where John Bianchi of Amps Electric, Inc. of Massachusetts will be 49% owner and FutureLand Corp. is 51%. The other agreement with Amps Electric, Inc. S Corporation and GreenLeaf Holdings LLC will be made null and void with the new agreement, but Amps Electric Holdings, Inc. will be still tied to the S Corporation via insurance and bonding through John Bianchi. Much of the upcoming work for the company will likely be in the Bi-Directional Amplifiers department, but will still do electrical contracting, solar and GC work.

F-14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our History

FutureLand, CORP. (formerly known as AEGEA, Inc.) ("we", "us", the "Company") was incorporated in Colorado on November 29, 2007 under the name Forever Valuable Collectibles, Inc. We changed our name effective July 1, 2014 in connection with our July 22, 2014 acquisition of AEGEA, LLC which is in the planning stages of developing an international community and mega-resort destination in the heart of South Florida called AEGEA. Prior to the acquisition of AEGEA, LLC, we were engaged in the business of buying and reselling commemorative professional and college sports memorabilia.

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Description of Business

EXCHANGE AGREEMENT AND SALE OF AEGEA ASSETS

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Results of Operations

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the years identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. For comparative purposes, we are comparing the quarter ended March 31, 2018 to the quarter ended March 31, 2017.

Revenue. No revenue was generated for the 3 months ended March 31, 2018 and 2017.

Total Operating Expenses. For the quarter ended March 31, 2018, total operating expenses amounted to $78,877 as compared to $348,712 for the quarter ended March 31, 2017, a decrease of $269,835. This decrease was primarily due to a decrease in professional fees.

Total Other Expenses. For the quarter ended March 31, 2018, total other expenses decreased by $28,562 as compared to the same period in 2017. The decrease was primarily due to a one-time settlement fee valued at $ 33,300 in 2017 and decreased amortization of debt discount.

Net Loss. For the quarter ended March 31, 2018and 2017, net loss amounted to $257,560, and $498,833.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company had a working capital deficit of $257,560 for the three months ending March 31, 2018 and a working capital of $ 1,003 as of March 31, 2017. As a result, the Company's current cash position is not sufficient to fund its cash requirements during the next twelve months, including operations and capital expenditures.

Net cash used in operating activities was $135,374 for the quarter ended March 31, 2018, compared to net cash provided by operations of $39,680 for the same period in 2017.

Net cash used by investing activities during the quarter ended March 31, 2018 was $0 compared net cash used in investing activities of $6,408 for the quarter ended March 31, 2017.

Net cash provided by financing activities during the quarter ended March 31, 2018, was $0 compared to net cash provided by financing activities of $16,437 for the quarter ended March 31, 2017.

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Cash Requirements

Our future capital requirements will depend on numerous factors, including the extent we continue development of our planned resort community and our ability to control costs. We will be reliant upon shareholder loans, private placements or public offerings of debt and equity to fund our resort development plans. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. While we are in discussions with investors and our investment banker who have shown an interest in investing in or raising capital for our company, we have no arrangements or plans currently in effect and our inability to raise funds for the above purposes will have a severe negative impact on our ability to carry out our plans to develop FutureLand Corp.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. As of March 31, 2018 we have no off-balance sheet arrangements.

Going Concern

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FUTURELAND CORP. - FORM 10-Q - May 15, 2018

FUTURELAND CORP. Reports