Subsequent Events | 12 Months Ended |
Mar. 31, 2014 |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
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13. Subsequent Events |
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On April 05, 2014, the Company entered into those certain advisory board agreements (collectively, the "Advisory Board Agreements") with two members of the advisory board reflected below (collectively, the "Advisory Board Members"). In accordance with the terms and provisions of the Advisory Board Agreements: |
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(i) the Company shall retain each Advisory Board Member for a period commencing upon execution of the Advisory Board Agreement and continuing until notice of termination provided by either party; and (ii) the Advisory Board Member shall provide services to the Company including, but not limited, to: (a) participation in monthly advisory calls and annual meeting, and (b) guidance on Industrial Hemp, Medical Marijuana, Pharmaceuticals & Nutraceutical strategy directions. In further accordance with the terms and provisions of the Advisory Board Agreements, the Company shall grant to each Advisory Board Member 150,000 stock options to purchase 150,000 shares of the Company's common stock at an exercise price of $0.03 per share, which stock options shall vest as follows: |
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(i) 150,000 stock options exercisable on the 12th month anniversary of the acceptance. |
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Mr. Robert Carr |
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Mr. Tommy L. Thompson |
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On April 5th, the Company has come to an agreement with its CEO, Mr. Sam Talari, to transfer 20% of his personal equity interest in Verecis Corp (Lockwood technology Nevada) to FutureWorld for $1 in a stock purchase agreement. Since the nature of the transaction is a non-arms-length, both the Company and Mr. Talari sought it proper to value the equity transfer as such. Also the agreed plan would minimize dilution on behalf of the shareholders since there would be no issuance of stock for this transaction. This plan was initiated and authorized by our CEO for the benefit of the Company and all its shareholders. The transaction was closed on Thursday April 10th, 2014. |
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With the above equity agreement, HempTech will also sign a licensing (teaming Agreement) agreement with Verecis Corp for the use of its technology in regards to CannaTRAK and any future joint development projects regardless of the equity interest. Verecis Corp is a subsidiary of Infrax Systems. |
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The equity interest will allow HempTech and Verecis Corporation to further develop CannaTRAK product line for the legal medical marijuana and the industrial hemp markets. Verecis has been a pioneer in Enterprise Asset Management industry for the Fortune 500 for more than a decade. Seed to sale control and effective tracking has become a choke point in the growth of the legal medical marijuana industry. HempTech, together with Verecis, will mitigate and alleviate this considerable concern for current States and any future States allowing the creation of the legal medical marijuana industry. Compliance and governance will be the big drivers in adoption and growth of the medical marijuana industry nationwide and globally. Without a proper compliance and governance framework, legal medical marijuana may encounter considerable roadblocks for mass acceptance and adoption. |
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FutureWorld announces today that HempTech has started its nationwide implementation of Cannabis testing labs (licensed, voluntary and self-test) by acquiring its first lab and cannabis laboratory technology company in Colorado. HempTech and the company will be working on patentable projects on cannabis testing process and applications. HempTech is expecting the acquisition to provide immediate revenue by distributing patented products to the pertinent distributors nationwide. The acquisition closed on May 9th, 2014. |
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HempTech is also working through selecting partners for its coming lab in Florida. |
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So far, testing for contaminants is currently voluntary in most legalized states in which has resulted in lack of quality control and cost fluctuation by testing labs, forcing the majority of dispensaries to skip the process entirely. Starting next year, it will be a requirement for all cannabis products in Colorado and Washington to be tested for health and safety. Other states are expected to require testing from the outset. A few states are even taking it to the point of requiring pharmaceutical-grade standards. We expect, at some point, a federal mandate will ensue forcing all growers, dispensaries and processors to test the quality and the purity of their cannabis. The required tests will include potency for dosing, microbial testing (molds, E. Coli, salmonella, etc.), pesticides, and residual solvents (such as leftover butane from making hash). |
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On April 28th, 2014, the Company has promoted Mr. Bill Short from Product Development Executive at HempTechRx to its Chief Operating Officer, effective May 1, 2014. The promotion was due to Mr. Short's valiant effort in product and corporate development of HempTechRx, including but not limited to; recent acquisitions, new product developments, website launch, and JV proposals. HempTechRx's development & acquisition strategy is geared toward developing, acquiring and distributing hemp (CBD) related products worldwide. With thousands of Farms, Pharmaceutical, Nutraceutical, Pharmacies & dispensaries, popping up worldwide, the Company sees great opportunity to be part of the vertical integration in Hemp related products such as CBD. |
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On April 28th, 2014, the Company has also decided to incorporate HempTechRx, URVape, CB Scientific, HempTech Corp as newly formed subsidiaries, changing its status from a division to a wholly owned subsidiary. This will open up a possible spin off of the subsidiaries at a future date. |
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On May 02, 2014, FutureWorld entered into a Securities Purchase Agreement (the "Agreement") with MedTest, Inc. Pursuant to the Agreement, MedTest, Inc. agreed to sell 100% of its outstanding shares of the company (MT) to FutureWorld for the following; |
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a) 1,500,000 shares of restricted common stock (par value 0.0001) at the closing of this agreement; |
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b) 3,500,000 shares of restricted common stock (par value 0.0001) at the successful product pilot and proof of effectiveness; |
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c) 18 months Leak-Out and Lock-Up agreement to be signed with the purchase agreement. |
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MT stockholder will also receive the following earn-out on post product launch: |
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a) $3 for each test pack sold (retail with payments received) paid to the shareholders. |
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On June 04, 2014, FutureWorld Corp. ("FutureWorld") entered into a JV Agreement (the "JV Agreement") with Minotauro SRL., a Uruguay investment company ("Minotauro") pursuant to which Minotauro shall lobby on behalf of FutureWorld with the Uruguayan Government and provide the services described below. |
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FutureWorld is to provide all patented technologies and products or services for the joint development of the medical marijuana and hemp market and dispensaries in Uruguay under branded products such as CaNNaBoX, SPIDer,, SmartSense, etc. |
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On June 03, 2014, 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. |
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From May 19th, to June 22, 2014, 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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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On July 1st, we signed a teaming agreement with SecondSun to provide SmartSense, SmartNergy and CaNNaLyTiX for a 52,000 sqf grow in California. |