Subsequent Events | 13. Subsequent Events On June 03, 2015, FutureWorld Corp. ("FutureWorld") entered into a preliminary agreement for a proposed JV (the "Agreement") with American Green in the distribution of its ZaZZZ robotic dispensaries nationwide under the brand name CaNNaBoX. The partnership will be utilizing both companies' technical background and rapidly expanding relationships in the cannabis market. CaNNaBoX robotic dispensaries are secure delivery and control systems for use in licensed cannabis dispensaries and not "vending machines". Their specific design benefits public safety, governance, dispensaries, and consumers. The Company intends to work with the American Green to lay out specific marketing partnerships, setting up regional, national and international strategies designed to achieve to 1500 unit deployment. The Top Level Design for the Product and its target platform will be discussed in length in the actual JV Agreement. The Parties agree to make every effort to complete the Product according to the JV Agreement. From May 19 th , to June 22, 2015, FutureWorld ("we", "us" "our") issued an aggregate of $366,000 of convertible debt to five separate investors in private transactions (described below) exempt from registration under the Securities Act of 1933 (the "Securities Act") in reliance on exemptions provided by Regulation D and Section 4(a)(2) of the Securities Act. 1. We issued a $50,000 convertible promissory note, which note is due and payable 9 months from the issue date along with 8% interest, per annum. In lieu of cash repayment, the note is convertible into shares of our common stock, at the option of the note holder, based on the market price of our common stock. 2. We issued an $81,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest, per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the debenture holder, based on the market price of our common stock. 3. We issued a $60,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest, per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the debenture holder, based on the market price of our common stock. 4. We issued a $60,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest, per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the debenture holder, based on the market price of our common stock. 5. We issued an $115,000 convertible debenture, which debenture is due and payable 12 months from the issue date along with 8% interest, per annum. In lieu of cash repayment, the debenture is convertible into shares of our common stock, at the option of the debenture holder, based on the market price of our common stock. We intend to use the net proceeds (after payment of expenses and commissions) from the above transactions for general corporate purposes. The above descriptions are qualified in their entirety by actual terms of the definitive agreements evidencing the above transactions. On July 1 st , we signed a teaming agreement with SecondSun to provide SmartSense, SmartNergy and CaNNaLyTiX for a 52,000 sqf grow in California. The company has also agreed to resell Surna's products non-exclusively. More agreement may come to in the future. Purchase and Sale Agreement with Net:X America Inc. On December 10, 2015, FutureWorld Corp, a Delaware Corporation ("FWDG"), entered into a Purchase and Sale Agreement (the "PSA") with Net:X America Inc., an Oregon Corporation, located in Portland, Oregon (hereinafter referred to as "NXAM" or "Buyer"), to sell all of the assets of CB Scientific, Inc. (hereinafter referred to as "CB" or "SELLER"), which is a private Colorado Corporation, for stock. On February 10, 2016, FutureWorld Corp closed the CB Scientific Sale transaction. The Sale will be effective as of February 17, 2016 pending the completion of restructuring of NXAM due on February 16, 2016. Consideration for the sale and purchase of the Sellers Assets shall be in the form of financing commitment, shares of the Corporation as well as other items as set forth herein and as follows (collectively the "Consideration"): a. A purchase price paid for by the issuance of 57,105,263 shares of Common stock, par value $0.001, on the Closing Date (after recapitalization on February 17, 2016) to CB Scientific shareholders. All such common shares shall be received of the NXAM common shares under the requisite restriction of Rule 144 of the Securities Act. b. NXAM shall also issue to CB One share of Preferred Series A2 of NXAM with a thirty percent (30%) dividend of the yearly gross cash flow of the operations of CB. Such share shall not be sold or delivered to any party except for CB as a corporation. The rights to the dividend of revenue shall be designated by CB within thirty days of the execution of this agreement. Future revenue distribution shall be subject to separate agreement. CB will also receive thirty percent (30%) dividend of the yearly gross cash flow of any other operations, projects (Labs, schools, etc.) delivered by CB to the Company. c. CB shall with execution of this agreement be entitled to 25,000,000 shares of the common stock warrant of NXAM with the price for such warrant exercise being based on a 50% discount to the closing price of the stock on the date of execution of this agreement (post reverse capitalization). Such warrants shall be exercisable for a period of two years from the date of this agreement. The Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to initiate, facilitate, solicit, encourage (including, without limitation, by way of furnishing non-public information) or accept any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, an "acquisition proposal" or engage in, continue or otherwise participate in any discussions, communications or negotiations regarding an acquisition proposal. The Company also has agreed that its Board of Directors shall not approve or recommend, or publicly propose to approve or recommend, to the Company's shareholders any acquisition proposal or approve, authorize or permit or allow the Company to enter into any agreement, arrangement or understanding with respect to any acquisition proposal or enter into any agreement, arrangement or understanding in principle requiring the Company to abandon, terminate, or fail to consummate the transactions contemplated by, or breach any of its obligations under, the Asset Purchase Agreement. The Asset Purchase Agreement also contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the Asset Purchase Agreement. Such representations and warranties are made solely for purposes of the Asset Purchase Agreement and, in some cases, may be subject to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Asset Purchase Agreement and may have been qualified by disclosures that were made in connection with the parties' entry into the Asset Purchase Agreement. In addition, certain representations and warranties set forth in the Asset Purchase Agreement may have been used for purposes of risk-allocation between CB and NXAM rather than establishing matters of fact. The representations and warranties contained in the Asset Purchase Agreement were made solely for the benefit of the parties thereto. Persons not party to the Asset Purchase Agreement, including, without limitation, the Company's shareholders and other investors, should not rely on the representations and warranties contained in the Asset Purchase Agreement, or any descriptions thereof, including those contained in this Current Report on Form 8-K (this "Report"), as characterizations of the actual facts or conditions applicable to CB product lines or any of the Company's other product lines or subsidiaries. On 11/19/2014, Company issued 10,000,000 shares of Preferred Series A stock to Talari Industries LLC for a debt cancellation of $500,000. On 4/15/2015, the Company issued Talari Industries LLC 2,000,000 shares of shares of Preferred Series A stock. Purchase and Exchange Agreement with Building Turbines, Inc On February 26, 2016, Shareholder (hereafter referred to as "Selling Holder" or by name) of Building Turbines, Inc. which is a publicly held Nevada Company (BLDW), entered into a purchase and exchange agreement with FutureWorld Corp. (hereafter referred to as "FWDG") a Delaware Corporation and its partially owned subsidiary HempTech Corp., (hereafter referred to as "HTC"), a Delaware Corporation, to deliver to FutureWorld and HempTech Shareholders, the certain share holdings of Building Turbines, Inc., as an exchange for such consideration as set forth in the agreement. In effect, post transaction, Building Turbines, Inc., will become HempTech Corp through change in control. On March 11, 2016, FutureWorld Corp closed the HempTech Corp-Building Turbines transaction. The transaction will be fully effective with the completion of restructuring of BLDW due when approved by FINRA. Consideration for the purchase and exchange agreement is as follows (collectively the "Consideration"): a. A purchase price paid for by the issuance of 62,500,950 shares of Common stock, par value $0.001, on the Closing Date (after recapitalization) to HempTech Corp shareholders. All such common shares shall be received of the BLDW common shares under the requisite restriction of Rule 144 of the Securities Act. b. In return for those shares of BLDW as designated, the BLDW selling holder, John Graham, shall receive, post-reverse division, an amount of common shares of the Corporation which will be equal to nine and nine tenths percent (9.9%) of the total outstanding common shares of the Corporation ("Exchanged Shares") after such reverse division occurs and the initial post-reverse issuance occurs. The amount of shares to be initially issued shall for such 9.9% of the total outstanding common shares after the reverse division shall be 6,187,594 common shares. |