FutureLand (FUTL) 10-Q 2016 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2016

☐ 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: 000-53377

FUTURELAND, CORP.

 (Exact Name of Registrant as specified in its charter)

Colorado	47-5218666
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation of organization)

8400 East Crescent Pkwy., Ste 600

Greenwood Village  CO 80111

(Address of principal executive offices) 

(720) 370-3554

 (Registrant's telephone number, including area code)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Ruble 12b-2 of the Exchange Act.

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

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 fiscal quarter  257,090,277 as of September 30, 2016

The number of shares of the registrant's Common Stock issued and outstanding was 305,871,905 as of  October 20, 2016.

FUTURELAND, CORP. AND SUBSIDIARIES

FORM 10-Q

June 30, 2016

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015	4
	Consolidated Statements of Operations for the Nine Months Ended September 30, 2016 and 2015 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 (Unaudited)	6
	Notes to Unaudited Consolidated Financial Statements.	7-13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4	Controls and Procedures.	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosures.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	20

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FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our report on Form 10-K as filed with the Securities and Exchange Commission on April 11, 2014, in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q and in other reports that we file with the SEC.   You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

NOTE

This 10-Q was not reviewed by our independent registered public accounting firm.

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Item 1. Financial Statements

PART I FINANCIAL INFORMATION

FUTURELAND, CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

( UNAUDITED )

Current Assets:		September 30, 2016,			December 31, 2015
Cash		$	(403	)	$	(92	)
Security Deposits						4,000
Accounts Receivable-related party		$	40,078			0
Total Current Assets		$	39,675			3,908
Fixed Assets
Land		$	185,251		$	60,251
Furniture & Fixtures			1,822			0
Construction in Process			11,110			4,543
Total Current Assets			198,183			64,794
Provisional Goodwill* (Note 5)			3,801,036			3,801,036
Related Party A/R*(Note 6)			3,540,000			3,540,036
Total Assets		$	7,578,893		$	7,409,737
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable		$	51,963		$	42,338
Accrued Expenses			234,673			94,435
Convertible debenture payable, net of premium and discount			274,379			72,750
Related Party Loans			0			113,636
Total Current Liabilities			561,015			323,636
Stockholders' Equity:
Preferred stock, No par value; 100,000,000 shares authorized;	��
Series A convertible preferred Stock, no par value; 200,000 shares authorized, no shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively			-			-
Series B convertible preferred Stock, no par value; 20,000 shares authorized, and 3,000 & 3,000 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively			6,450			6,450
Common stock, no par value; 1,000,000,000 shares authorized, 257,090,277 and 32,397,930 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively			2,859,335			1,019,597
Additional paid-in capital			10,055,740			9,727,395
Accumulated deficit			(5,903,647	)		(3,666,864	)
Total Stockholders' Equity			7,017,878			7,086,578
Total Liabilities and Stockholders' Equity			7,578,893		$	7,409,737

See accompanying notes to the unaudited consolidated financial statements.

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FUTURELAND, CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Revenue	$	0		$	0		$	0		$	0
Operating Expenses:
General and administrative		86,281			3,056			734,142			11,232
Professional fees		730,000			52,100			1,043,591			72,424
Legal and Accounting		214,250			49,100			415,650			84,300
Total Operating Expenses		1,030,531			104,256			2,193,383			167,956
Loss from Operations		(1,030,531	)		(104,256	)		(2,193,383	)		(167,956	)
Other Income (Expenses):
Interest expense		0			0			0			0
Interest amortization of debt discount		(14,940	)		(2,141	)		(43,400	)		(2,141	)
Total Other Expenses		(14,940	)		(2,141	)		(43,400	)		(2,141	)
Net Loss	$	(1,045,471	)	$	(106,397	)	$	(2,236,783	)	$	(170,097	)
Net Loss Per Common Share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.001	)
Weighted Average Number Of Common Shares Outstanding:
Basic		68,219,537			28,154,764			45,192,957			34,302,462

 
 See accompanying notes to unaudited consolidated financial statements

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FUTURELAND, CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(UNAUDITED)

	For the Nine Months Ended			For the Nine Months Ended
	September 30,			September 30,
	2016			2015
	(Unaudited)			(Unaudited)
Operating Activities
Net Loss	$	(2,236,783	)	$	(170,097	)
Adjustments to reconcile net loss
to net cash provided (used) by operating activities
Depreciation		169			-
Amortization		-			-
Interest (income) expense		-			-
Common Stock issued for services		1,321,000			-
Stock based Bonuses		332,400			-
Amortization of Discount & Premium (convert debt)		179,452			-
Decrease (Increase) in:
Related Party Receivable		(84,688	)		-
Officer Loans		31,266			-
Security/Retainer Deposits		-			-
Increase (Decrease) in:
Accounts Payable		(20,375	)		53,122
Accrued Expenses		140,239			56,500
Miscellaneous		-			-
Net Cash provided by  (used) by Operating Activities		(337,320	)		(60,475	)
Cash flows from investing activities
Purchase Land		(125,000	)		-
Purchase of equipment		(1,991	)		-
Net cash used by investing activities		(126,991	)		-
Cash flows from financing activities:
Proceeds from the issuance of common stock		-			-
Proceeds from the issuance of convertible notes payable		464,000			-
Payment on convertible notes payable		-			(25,000	)
Proceeds from notes payable		-			85,475
Payment on notes payable		-			-
Payments on loans from related parties		-			-
Net cash provided by financing activities	$	464,000		$	60,475
Net increase (decrease) in cash		(311	)		-
Cash at the beginning of the year		(92	)		-
Cash at the end of the year	$	(403	)	$	-
Supplemental disclosure of cash flow information
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-
Noncash operating and financing activities
Exchange for debt paid		-			16,000
Convertible debt converted and accrued interest to common stock	$	186,337		$	-

See accompanying notes to the unaudited consolidated financial statements.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

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

Nature of Operations

The Acquisition and Related Transactions

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. The Exchange Agreement called for transfer of all rights and assets of FLP owned by FWDG into AEGA and certain "additional actions" for the agreement to become fully effective. FWDG transferred all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 240 acres in La Vita, Coloradoat the signing of the Exchange Agreement on March 10, 2015. Additional "actions" were necessary for the closing of the Exchange Agreement, including payment of certain vendor payments, the cancellation of the Preferred Series B shares, and the issuance of the subsequent 1,820,000 common shares to the AEGA Holders. The additional "actions" were completed on June 1, 2015, and the Exchange Agreement signed on March 10, 2015, effectively became fully effective and closed on June 9th, 2015.

Based on provision, PART II- TERMS AND ACTIONS, paragraph 1 & 2 of the Exchange Agreement, in return for the AEGA Shares in the common shares held, in combination with such Debt Forgiveness as set forth herein, the AEGA Holders shall receive, post-reverse division, an amount of shares to be equal to four and nine tenths percent (4.9%) of the outstanding shares of Aegea ("Exchanged Shares") when the change in control occurs, and after such reverse division occurs. Such Exchange Shares when issued shall be non-dilutable, meaning that such holdings shall exist as a matter of right for a period of twelve months from the date of issuance, in such percentage. "In order to affect such non-dilutable amount of holdings, the Corporation agrees to issue additional shares to keep such percentage of holdings from being diluted. Such additional shares shall be issued with ten (10) days of the end of each fiscal quarter following a new issuance, for the period of the one year. If after the reverse division there exists due to new issuance by the Corporation in the amount of 30,000,000 shares of common (exclusive to the current issued common shares post reverse held by other shareholders), then the AEGA Holders shall receive an initial 4.9% of such shares, which shall equal to 1,470,000 common shares; hence would entitle FLP shareholders (FWDG) to the issuance of 95.1% of the new issuance of common stock based on 30,000,000 shares of newly issued common stock.

On May 6^th, 2015, In connection with the Exchange Agreement signed on March 10, 2015 and the transfer of all FLP assets owned by FWDG into AEGA on the signing of the Exchange Agreement on March 10, 2015, we issued an aggregate of 27,845,280 shares of our common stock to FWDG and or its assignee an issuance of 17,845,280 (post reverse division) shares of common and the related company of Talari Industries for 10,000,000 shares of common. 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% 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.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

In May 1, 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.

Upon closing and the contemplated cancellation of all outstanding shares of Series B convertible preferred stock, this transaction was accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP has voting and management control of the combined entity.

The board of directors, post director change, purchased the assets and corporation being FutureLand from FWDG in exchange for the shares to be issued, which shall be distributed by FWDG. On March 16, 2015, the then current board of directors of Aegea, Inc. Keith Duffy, Scott Duffy, Carran Schneider, David Zajac and Lou Fuoco, did resign as directors of the Corporation, concurrent with the simultaneous appointment of Saed "Sam" Talari and John Verghese being appointed as the sole directors of Aegea, Inc.

FutureLand 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, 10^th, FutureLand Properties LLC did a merger agreement with Aegea Inc. (FutureLand Corp), ensuingFutureLand 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 a 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.

Recapitalizations and reverse stock split

In May 2015, the Company changed its name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of the Company's common stock. All share and per share data in the accompanying consolidated financial statements and footnotes have been retroactively restated to reflect the reverse stock split.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, FutureLand Properties, LLC. And FutureLand Oregon, LLC. All inter-company balances and transactions have been eliminated in consolidation.

Basis for Presentation for Interim Financial Statements

These unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and footnotes required by "GAAP" for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The accounting policies and procedures used in the preparation of these unaudited consolidated financial statements have been derived from the audited consolidated financial statements of the Company for the period December 31, 2015. The consolidated balance sheet as of September 30, 2016 was also derived from those audited consolidated financial statements. The results of operations for the Six Months Ended September 30, 2016 are not necessarily indicative of the results to be expected for the year. The Company retroactively applied its name change and recapitalization per the share exchange agreement for all periods presented in the accompanying unaudited consolidated financial statements.

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Fair Value for Financial Assets and Financial Liabilities

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expense and accrued payroll tax approximate their fair values because of the short maturity of these instruments.

The derivative liabilities are stated at their fair value as a Level 3 measurement. The Company uses a Black-Scholes model to determine the fair values of these derivative liabilities.

Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

Recent Accounting Pronouncements

In June 2014, the FASB issued 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, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2015-10, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

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.

Accounts Receivable

Generally, the Company requires payment prior to shipment. However, in certain circumstances, the Company grants credit to companies located throughout the U.S. Accounts receivable consists of trade accounts arising in the normal course of business. Accounts receivable for large accounts are secured by the underlying assets of the customer. Smaller accounts receivable, generally less than $10,000, are unsecured and no interest is charged on past due accounts. Accounts for which no payments have been received after 30 days are considered delinquent and customary collection efforts are initiated. Accounts receivable are carried at original invoice amount less a reserve made for doubtful receivables based on a review of all outstanding amounts on a quarterly basis.

Management has determined the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition and credit history, and current economic conditions. To date, there has been no need to establish an allowance for doubtful accounts related to accounts receivable.

Deferred Revenue

Deferred revenue represents contractual agreement between the company and the lease holders for requested services that have not been substantially completed. Only one type of deferred revenue is recorded in which it results from lease agreements signed with lease holders in regards to our land, properties or equipment being furnished and the agreement calls for deferred payment on leases based on mutual agreement. For example, the Company may decide to defer rent payments on behalf of the lease holders if the agreement calls for equipment to be furnished or property improvements.

Net Earnings (Loss) per 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 June 30, 2016, we excluded 3,000 shares of Series B Preferred Stock convertible into 3,000 shares of common stock.

Going Concern

As reflected in the accompanying unaudited consolidated financial statements, the Company had a net loss of $ 2,236,783 and net cash used in operations of $ 337,320 for the Nine Months Ended September 30, 2016 and a stockholders' deficit accumulated of $5,903,646 respectively, at September 30, 2016.  These matters raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise additional capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

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 then 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.

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.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

 

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.

Research and Development

In accordance with ASC 730-10, expenditures for research and development are expenses when incurred and are included in operating expenses. The Company recognized research and development costs of $0 for the Six Months Ended September 30, 2016.

Recent Accounting Pronouncements

Accounting standards which were not effective until after December 31, 2015 are not expected to have a material impact on the Company's consolidated financial position or results of operations.

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 September 30, 2016.

NOTE 4: STOCKHOLDERS' EQUITY

Preferred Stock

On October 4, 2014 and April 10, 2015, the Company filed a Certificate of Designations under its Amended and Restated Articles of Incorporation (the "Certificate of Designations") with the State of Colorado to (a) designate 200,000 shares of its previously authorized Preferred Stock as Series A Convertible Preferred Stock and (b) designate 3,000 shares of its previously authorized Preferred Stock as Series B Preferred Stock including 1,000 shares that were previously issued on October 4, 2014. On June 9^th, 2015, previously issued 1,000 shares on October 4, 2014 were cancelled. The Certificate of Designations and their filing were approved by the board of directors of the Company on September 30, 2014 without shareholder approval as provided for in the Company's articles of incorporation and under Colorado law.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

Description of Series A Convertible Preferred Stock

The 200,000 shares of Series A Convertible Preferred Stock have the following designations, rights and preferences: 

· the stated value of each share is $500,

· the holder of the shares will be entitled to vote, on a one-for-one basis, with the holders of our common stock on all corporate matters on which common shareholders are entitled to vote,

· the shares pay quarterly dividends in arrears at the rate of 4% per annum based on the stated value of each share,

· each share is convertible into shares of our common stock at a conversion price of $2,000.00 per share, subject to adjustment, at any time upon : (I) the seventh anniversary of the original issue date of Series A Preferred Stock or (ii) the date the beneficial holder qualifies as a Permanent U.S. resident, whichever occurs earliest,

· the shares are redeemable by us under certain conditions, and

· the conversion price of the Series A Convertible Preferred stock is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

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.

On April 10, 2015, the Company issued 2,000 shares of its Series B Preferred Stock to certain related party officers and directors valued at $2,150 based on the common stock quoted trading value of $2.15 (post-reverse stock split) at the grant date and a one to one conversion rate of the Series B shares into common stock. The certificate of designation does not provide for any adjustment to the quantity or conversion terms of the Series B convertible preferred stock resulting from stock splits or other recapitalization of common stock of the Company. Therefore, all amounts discussed above reflect pre-reverse stock split amounts.

Common Stock

Of the authorized common stock, 37,351,699 shares are outstanding as of June 30, 2016. 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 means 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.

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

Convertible Debentures

On April 06, 2016, the Company issued a debenture for $30,000 for a cash advances during April 2016 with  10% original Issue Discount. The debenture accrues interest at 8% per annum and will convert 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.

On June 16, 2016, the Company issued a debenture for $92,000 for a cash advances during June 2016 with 10% original Issue Discount. The debenture accrues interest at 10% per annum and will convert 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.

On November 14, 2016, FutureLand Corp and Kodiak Capital Group, LLC has agreed mutually to cancel their equity purchase agreement signed on April 8, 2016 for one time issuance of 3M shares.

CHANGES IN COMMON STOCK THIS QUARTER

07/05/2016 Auctus Fund	1,000,000 (Debt Conversion)
07/12/2016 EMA Financial	350,000 (Debt Conversion)
07/29/2016 Iconic Holdings	294,118 (Debt Conversion)
07/27/2016 Auctus Fund	690,775 (Debt Conversion)
08/04/2016 EMA Financial	750,000 (Debt Conversion)
08/15/2016 Talari Industries	20,000,000 (Payment for Services)
08/15/2016 Cameron Cox, CEO	4,000,000 (Officer Bonus)
08/15/2016 Cameron Cox CEO	560,000 (Conversion of  Salary)
08/15/2016 Saeed Talari Director	560,000 (Officer Bonus)
08/29/2016 Iconic Holdings	606,061 (Debt Conversion)
09/06/2016 Auctus Fund LLC	2,299,790 (Debt Conversion)
09/09/2016 EMA Financial	1,200,000 (Debt Conversion)
09/19/2016 Saeed Talari Director	560,000 (Officer Bonus)
09/20/2016 Iconic Holdings	1,477,273 (Debt Conversion)
09/21/2016 Union Capital	1,307,535 (Debt Conversion)
09/27/2016 EMA Financial	2,000,000 (Debt Conversion)
09/27/2016 Craig A Huffman	540,000 (Payment for Services)
09/27/2016 Harvest Fund	180,000,000 (Payment for Services)
09/27/2016 Auctus Fund LLC	2,543,026 (Debt Conversion)

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FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 

NOTE 5. PROVISIONAL GOODWILL

The following details the preliminary fair value of the provisional goodwill transferred to effect the acquisition. This goodwill will be written off in the amended Q3 to avoid  4th quarter adjustments;

AEGEA Entertainment stock issuance
per merger agreement 1,470,000 shares of common @ $3 per share	$	4,410,000
AEGEA Shareholders stock cancellation
per merger agreement -202,988 (cancellation of shares per agreement)	$	(608,964	)
Fair value of the provisional goodwill transferred	$	3,801,036

NOTE 6. RELATED PARTY RECEIVABLE

The Related Party Receivable of $3,540,000 is owed by FutureWorld Corp for legal fees paid by the Company in relation to the merger with AEGEA. The receivable will be settled by either issuance of stock by FutureWorld Corp or a convertible note. The Company is in negotiation with FutureWorld to manage the settlement and expect it completed before the year end.

NOTE 7: SUBSEQUENT EVENTS

10/04/2016 Saeed Talari	1,500,000 (Conversion of Salary)
10/04/2016 Cameron Cox, CEO	1,000,000 (Conversion of Salary)
10/04/2016 Union Capital	1,362,462  (Debt Conversion)
10/14/2016 EMA Financial	2,983,802 (Debt Conversion)
10/12/2016 Karin Rohret	7,142,750 (Payment for Services)
10/12/2016 Cameron Cox, CEO	500,000 (Conversion of Salary)
10/19/2016 Union Capital	2,729,478 (Conversion of Debt)
10/19/2016 Auctus Fund	2,030,941 (Conversion of Debt)
10/19/2016 Iconic Holdings	1,534,829 (Conversion of Debt)
10/20/2016 Union Capital	16,397,366 (Conversion of Debt)
10/21/2016 Auctus Fund	11,600,000 (Conversion of Debt)

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

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management's plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially is set forth below:

● Our limited operating history, ability to achieve profitability and history of losses.

● Our need for significant additional capital to fund our business plan.

● Our ability to respond to changes in consumer preferences.

● Our dependence on a limited number of personnel and third parties who develop, operate and maintain our proposed resort community and sports memorabilia business.

● Our ability to respond to changes in consumer preferences.

● Economic conditions, particularly in the United States, that have an adverse effect on the leisure industry.

● The ability of our stockholders to sell their common stock may be limited because we are listed on the OTCQB Tier of the OTC Markets and do not meet the criteria to list our securities on an exchange such as The NASDAQ Stock Market.

● The effects on our stock price as a result of sales of our common stock by existing shareholders pursuant to Rule 144.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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 been engaged in the business of buying and reselling commemorative professional and college sports memorabilia.

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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, the Company issued an aggregate of 27,845,280 shares of its 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% 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.

In May 2015, the Company changed its name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of the Company's common stock.

FutureLand's Business

FutureLand Corp. was originally formed as a wholly-owned subsidiary of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution Agreement with FutureLand Corp., a wholly-owned subsidiary of the Company. In accordance with this agreement, FutureLand Corp., 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. This will result in FutureLand Corp. shares being held for investment on FutureWorld's balance sheet.

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FutureLand Corp. operates its presented business through its subsidiary, FutureLand Holdings, is an agricultural 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 a 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.

Solving the Problem of Land to Grow Cannabis

A complete and current market survey was conducted for the Colorado State Department of Revenue which estimated usage in Colorado to be up to 346,000 lbs. per annum for residents and visitors combined.

At December 1, 2014 the Colorado market was currently being serviced by 92 licensed growers which have led to continued shortages in the supply chain.

There are three main customer groups: pharmaceutical and research laboratories, dispensaries, and recreational outlets. The customer segments are sufficiently distinct to be able to target each one differently. The industry has been undergoing consolidation for several years now. We believe will be able to serve the industry by leveraging the competitive edge of healthy, potent plants on a consistent supply basis.

FHL's Land and it's Operations in Walsenburg, Colorado

On, October 30th, 2014 Future Land closed on 239.96 Acres in La Vita, Colorado in Huerfano County for $60,000.  The property has increased in value ten times since then.  At such time, FLH went into overdrive to secure a cannabis grower to execute their business plan of leasing the land, the structures, the technologies and provide maintenance contracts associated with the grow.  Integral to our strategy was 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 FLH to make above average returns.

FLH will have units that are leased out to growers – that have licenses (we will fund the application).  90% of all growing will be done in Grow Houses.

Medical and Recreational

FLH will initially focus on Leasing to Recreational Growers due to Demand

FLH will also fund its own grow facilities that will be JV's with local growers (See Grow Houses sections).  This will be done in various states as the market opens up allowing publicly traded companies to do so.  Presently there are 4 legal states plus the District of Columbia open for retail/recreational cannabis:  Alaska, Colorado, Washington, Oregon and Washington D.C. In the next years, it is likely that several more states will also legalize recreational use of cannabis.

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Overview of FLH's Land Lease Terms

FLH will lend to the Lessees initial Licensing Costs (out of first proceeds)

Funding for licenses (lend money for the license)

Application assistance

Included in Lessees Monthly Rent:

Road Infrastructure to Grow house

Building the Grow Houses (FLH will own buildings)

Equipment

Access to water (will buy from FLH)

Technology – through Hemp Tech Corp.

Security

Lighting

Hydroponic Systems – without soil growing

Office

Drying Room

Hoop Houses – temporary

Water tanks

Propane tanks

Generator

Additional costs to Lessee (Not included in Monthly Rent)

Staffing & Master Grower

Seeds

Buy nutrients for plants (i.e., Miracle grow-like nutrients)

Electricity

Buying water from FLH

FLH's Current Land Divided into Lots for Lessees and FLH Funded Grow Houses

FLH's Goals – 3 Lessors with 24 Units & 3 FLH funded Grow Houses with 24 Units

Our five year goal is to continue to expand operations in and around the existing operations. Our initial operations are designed with expansion in mind through re-investment. We have chosen facilities, at the expense of initial profits, with this "room for expansion" without significant capital outlay, in mind. This expansion can be achieved through either additional licensed crop growth, i.e. multiple crops, or additional crop rotation through faster maturing crops. We will use the profits from our grow cycles to fund new growth, expand employment and develop the infrastructure in both the medicinal and recreational fields

We have identified four keys factors that will be instrumental to our success.

1)The first key factor is the implementation of strict financial controls. By having the proper controls, production efficiency and accountability will be maximized.

2)The second key factor will be the "never ending pursuit of perfection"; similar to the wine industry, bouquet, flavor and strength are key elements to production.

3)The third key factor is the recognition and implementation of the philosophy that 100% regulatory compliance and customer satisfaction is required to ensure a profitable business.

4)The fourth key is consistency, consistency of supply, consistency of product. In an industry currently plagued by product shortages (some dispensaries have had to close their doors due to lack of product) and erratic quality, consistency will ensure continued sales.

Land Lease and Grow Competitors

There are 92 MED Licensed Retail Marijuana Product Manufacturers in Colorado as of December 1, 2014. (See attached "MED Licensed Retail Marijuana Product Manufacturers as of December 1, 2014").  As mentioned previously, this limited number of Product Manufacturers has led to shortages of supply for many Retail Dispensaries.

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Grow Licensing

Licensing, both State and Local is a precursor to all production. Initial application will be for Type 1 License which allows for the production of 3,600 plants.  It is envisaged that as the need requires and future production facilities become available, further applications will be made for Type 2 licensing (6,000 plants) and Type 3 licensing (10,000 plants).

Production levels are directly contingent on space availability and set-up costs. Further details relating to set-up costs and operating expenses can be found in the appendices to this document.

Production Level Analysis

Attached as an appendix is a Production Level Financial Analysis which is predicated on the following:

on average, 1 crop per quarter (13 week grow, harvest, dry and deliver);

deep water under current systems yield on average 8 ounces a plant (final yields may be higher);

additional Seeds / Clones purchased in 2nd through 4th quarters to access/blend different strains;

Federal Income Tax is calculated by the application of Section 280E of the Income Tax

Assessment Act which disallows (amongst other items) items that are not directly attributable to the growth of the product. Therefore, in general, items such as excise duty, rent, advertising, depreciation, legal fees, wages, utilities, and security services that form part of the General and Administrative Expenses of the corporation, on a Federal level, are not allowed as a deduction from income. Legal actions are currently in play to repeal this section of the act in relation to Legalized Marijuana operations. Should such actions be successful it would have the effect of reducing the Federal Income Tax Expense by the following:

3,600 Plants $ 307,926

3,200 Plants $ 274,198

2,800 Plants $ 240,471

2,400 Plants $ 206,744

2,000 Plants $ 173,022

Further analysis schedules provide details of the cost / equipment requirement involved in the set-up and operating of an individual crop cycle. Concurrent cycles, subject to licensing constraints, can be approximated by doubling the Supplies, Lighting Equipment, Utilities Analyses and adding additional accounting, sales, growing, harvesting and packaging employees.

Security of the Land and its Products

FutureLand Holdings will make use of the relationship FutureLand Corp (FUTL) has with HempTech Corp. to provide a state of the art security system.  HempTech Systems has the SPIDer (Secure Perimeter Intrusion Detection Network) line of products to meet the needs of security and intrusion detection in the indoor and outdoor cannabis grow industry.

The SPIDer Intrusion Detection network is a multifaceted product family which provides near real-time detection of intruders for either a remote inside facility or large open air agricultural facilities. This technology is derived from the Infrax SPIDer Intrusion detection networks designed for electrical substations and remote facilities in the electric energy business.  Product examples include but not limited to; active fence systems, HD infrared and color camera networked via radio systems, motion detectors, microwave security systems and intelligent LED lighting systems.  Infrax Systems Inc. will design specific packages to support applications ranging from small indoor facilities to large outdoor agriculture facilities covering hundreds of acres.  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, FlexPS, 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.  A Microwave Protection system, MPS* product is also available to protect gates and open fields where appropriate fencing is unavailable.

The second level consists of a microwave intrusion monitoring system μltrawave which creates a secure corridor of detection within the restricted area.  When activated, this system will detect any movement within the defined corridor. Intrusion detection becomes extremely reliable by combining the fence system with the corridor intrusion detection thus eliminating nuisance alarms at the perimeter such as objects hitting a fence.

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The third level is a multi-level detection and verification network that uses both level one and level two systems to rapidly identify a potential intruder and provide you information for a rapid decision.  Full motion light and inferred cameras are also integrated into the system. These cameras can be directed by the response of the intrusion detection network. This level of integration requires CaNNaLytiX software to fully integrate all the components.

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 periods 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. The results discussed below are for the Six Months Ended September 30, 2016 and 2015. For comparative purposes, we are comparing the Six Months Ended September 30, 2016 and September 30, 2015. The following discussion should be read in conjunction with the Company's consolidated financial statements and the related notes included in this report.

Revenue As of this time, we have not generated any revenue; although, we do have signed contracts with Colorado Flower and GPS La Vita Inc, GAAP rules prevent us from recording and/or recognizing any revenue until the land is developed and ready to generate vegetation.

Total Operating Expenses.  For the Nine Months Ended September 30, 2016, total operating expenses amounted to $2,192,383as compared to $63,699 for the same period in 2015, an increase of $2,129,684. This nine month increase was primarily due to significant changes in operations and General and administrative expenses.

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 $464,311 as of September 30, 2016.   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 $337,320 for the nine Months Ended September 30, 2016, compared to $45,239 for the same period in 2015, an increase of $292,081.

Net cash used by investing activities during the nine Months Ended September 30, 2016 was $126,991 compared to $0.00 for the same period in 2015

Net cash provided by financing activities during the nine Months Ended September 30, 2016, was $464,000 compared to $0 provided by financing activities for the same period in 2015.

Cash Requirements

The Company's future capital requirements will depend on numerous factors, including the extent it continues development of its planned resort community and its ability to control costs. The Company will be reliant upon shareholder loans, private placements or public offerings of debt and equity to fund its resort development plans.

The Company does not currently have any contractual restrictions on its ability to incur debt and, accordingly the Company could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict the Company's operations.

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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.

Going Concern

As reflected in the unaudited consolidated financial statements of the Company included in this report, the Company reported a net loss of $ 2,236,783 and net cash used in operating activities of $337,320 respectively, for the Nine Months Ended September 30, 2016, has a working capital deficit $464,311, stockholders' deficit of $5,903,646 respectively, and is in the development stage with no revenues. These matters raise substantial doubt about the Company's ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise additional capital, and generate revenues.  The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Critical Accounting Policies

We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

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.

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Derivative Liability

We evaluate our 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.

Revenue Recognition

Revenue. We have not generated any revenue as of September 30, 2016.  However, due to General Accounting Procedures regarding the contract with Colorado Flower, we are unable to recognize any of the revenue in our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not applicable to smaller reporting companies.

 ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC's rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2016. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 2016. We have identified the following material weaknesses as of September 30, 2016:

1. Management does not have procedures implemented to identify the proper application of generally accepted accounting principles related to debt instruments issued.

2. Management has not implemented procedures to identify and properly monitor the identification of liabilities that required to be accrued at the end of a reporting period.

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Remediation of Material Weakness in Internal Control

We believe the following actions we have taken and are taking will be sufficient to remediate the material weaknesses described above:

· Management has begun the development and implementation of policies and procedures for reviewing and monitoring the application of generally accepted accounting principles related to debt instruments issued. 

·	Management has begun the development and implementation of policies and procedures which include use of a checklist that will be monitored and reviewed on a periodic basis to identify and record liabilities on a timely basis as they occur to make sure they are recorded accurately.  The procedures will include a search for unrecorded liabilities on a quarterly basis.  Management currently monitors liabilities by checking them against the accounts payable register to make sure they are legitimate and recorded properly.

·	We recently retained an accounting consulting firm to ensure our financial statements contain all necessary adjustments to conform to U.S. GAAP and assist us with the implementation of the above remediation measures.

Management believes the actions described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We expect the material weaknesses will be remediated by September 30, 2016.

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A 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. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control

There were no changes identified in connection with our internal control over financial reporting during the Six Months Ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

ITEM 1A. RISK FACTORS.

Not applicable to smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1*	Section 1350 Certifications
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation
101.DEF*	XBRL Taxonomy Extension Definition
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on.

Date: November 21, 2016	FutureLand Corp.
	By:	/s/ Cameron Cox
		Cameron Cox, Chief Executive Officer and Acting Chief Financial Officer  (Principal Executive Officer)

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