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, 2017

☐  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) 
 
 
10901 Roosevelt, Blvd, Suite 1000c
St. Petersburg, FL  33716
(Address of principal executive offices) 
 
(720) 370-3554
 (Registrant's telephone number, including area code)
 
772 U.S. Highway One, Suite 200
North Palm Beach, FL  33408
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered under Section 12(b) of the Act: None
 
Securities registered under Section 12(g) of the Act: Common Stock, no par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐ No ☒

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant 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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ☐
 
Accelerated filer  ☐
 
 
 
Non-accelerated filer  ☐
 
Smaller reporting company  ☒
(Do not check if a smaller reporting company)
   
   
Emerging growth company  ☒
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business day of the registrant's most recently completed 2nd fiscal quarter.
The number of shares of the registrant's Common Stock issued and outstanding was 305,871,905 as of  October 20, 2016.
 
 
 
 
 
 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
Unaudited

TABLE OF CONTENTS
 
 
 
Page No. 
  PART I. - FINANCIAL INFORMATION
Item 1.
Financial Statements.
4
 
Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016
 4
 
Consolidated Statements of Operations for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)
5
 
Consolidated Statements of Operations for the Three Months Ended September 30, 2017 and 2016 (Unaudited) 
 6
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)
7
 
Notes to Unaudited Consolidated Financial Statements.
 7-22
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3
Quantitative and Qualitative Disclosures About Market Risk.
 
Item 4
Controls and Procedures.
 
 
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
27
Item 1A.
Risk Factors.
27
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
27
Item 3.
Defaults Upon Senior Securities.
27
Item 4.
Mine Safety Disclosures.
27
Item 5.
Other Information.
27
Item 6.
Exhibits.
28
 
 
 
 
 
- 2 -

 

 
Item 1. Financial Statements

PART I  FINANCIAL INFORMATION
 
 
FUTURELAND, CORP. AND SUBSIDIARIES
 
(FORMERLY AEGEA, INC.)
 
Consolidated Balance Sheets
As of September 30, 2017 (unaudited) and December 31, 2016 (unaudited)
 
 
           
 
           
 
 
September 30,
   
December 31,
 
 
 
2017
(Unaudited)
   
2016
(Unaudited)
 
 
           
ASSETS
           
 
           
Current assets
           
  Cash
 
$
12,560
   
$
62,457
 
  Related party receivable
   
304,199
     
114,401
 
  Employee advances
   
597
     
-
 
  Security-retainer-deposits
   
6,000
     
-
 
    Total current assets
   
323,356
     
176,858
 
 
               
Property and equipment
               
  Land
   
405,251
     
385,250
 
  Land improvements
   
42,430
     
11,110
 
  Buildings and structures
   
50,000
     
50,000
 
  Furniture and fixtures
   
2,409
     
2,607
 
  Building improvements
   
8,337
     
-
 
  Accumulated depreciation
   
(2,436
)
   
-
 
    Total property and equipment, net
   
505,9921
     
448,967
 
                 
Other assets
               
  Organic grow license
   
100,000
     
100,000
 
  Related party receivable (non-current)
   
3,540,000
     
3,540,000
 
  Allowance for uncollectible receivable
   
(3,290,000
)
   
(3,290,000
)
   Total other assets
   
350,000
     
350,000
 
     Total assets
 
$
1,179,347
   
$
978,825
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
 
               
Current liabilities
               
  Accounts payable
 
$
107,787
   
$
113,008
 
  Accrued expenses
   
226,967
     
269,404
 
  Short-term loans – related parties
   
136,711
     
56,720
 
  Convertible debenture payable, net of premium and discount
   
190,513
     
313,209
 
  Accrued interest
   
64,028
     
25,817
 
  Convertible notes – Oregon properties
   
152,720
     
200,000
 
    Total current liabilities
   
878,726
     
978,158
 
 
               
Stockholders' equity (deficit)
               
 
               
   Preferred stock, No par value; 10,000,000 shares authorized;
               
     Series A convertible preferred Stock, no par value; 200,000 designated
               
     No shares issued & outstanding at September 30, 2017 and December 31, 2016, respectively
               
     Series B convertible preferred Stock, no par value; 20,000 designated
               
     3,000 shares issued &outstanding at September 30, 2017 and December 31, 2016, respectively
   
6,450
     
6,450
 
  Common stock, $0.001 par value; 5,900,000,000 shares
               
    authorized, 2,053,106,246 and 394,251,492 shares issued and
               
    outstanding at September 30, 2017 and March 31, 2017, respectively
   
6,676,322
     
4,809,003
 
  Additional paid-in capital
   
9,710,582
     
10,145,553
 
  Accumulated deficit
   
(16,092,733
)
   
(14,963,110
)
  Total stockholders' equity (deficit)
   
300,621
     
(2,332
)
    Total liabilities and stockholders' equity (deficit)
 
$
1,179,347
   
$
975,825
 
 
 

The accompanying notes are an integral part of these financial statements 

 
 

- 3 -


FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
Consolidated Statements of Operations
For the Nine Months Ended September 30, 2017 (Unaudited) and 2016 (Unaudited)
 
             
 
             
               
 
 
For the Nine Months Ended
   
 
 
September 30,
   
 
 
2017
(Unaudited)
   
2016
(Unaudited)
   
 
             
Revenues
   
-
     
-
   
 
                 
Operating expenses:
                 
  General and administrative
 
$
237,697
   
$
734,142
   
  Salaries and benefits
   
184,166
     
-
   
  Stock-based compensation
   
38,850
           
  Professional fees
   
238,654
     
1,459,241
   
   Total expenses
   
699,367
     
2,193,383
   
 
                 
  Net operating (loss)
   
(699,367
)
   
(2,193,383
)   
 
                 
Other income (expense):
                 
  Settlement of liability
   
(33,300
)
   
-
   
  Interest expense
   
(93,114
)
   
-
   
  Amortization of debt discount
   
(308,453
)
   
(43,400
)  
   Total other income (expense)
   
(434,867
)
   
(43,400
)   
 
                 
Net (loss)
 
$
(1,134,234
)
 
$
(2,236,783
)  
 
                 
Weighted number of common shares outstanding, basic
   
721,010,463
     
45,192,957
   
                   
Net loss per common share, basic
 
$
(0.00
)
 
$
(0.00
)   

 
 
The accompanying notes are an integral part of these financial statements 
 
 
 


- 4 -


 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
Consolidated Statements of Operations
For the Three Months Ended September 30, 2017 (Unaudited) and 2016 (Unaudited)


 
 
For the Three Months Ended
 
 
 
September 30,
 
 
 
2017
(Unaudited)
   
2016
(Unaudited)
 
 
           
Revenues
 
$
-
   
$
-
 
 
               
Operating expenses:
               
  General and administrative
   
195,303
     
86,281
 
  Salaries and benefits
   
26,199
     
944,250
 
  Stock-based compensation
   
38,850
     
-
 
  Professional fees
   
14,449
     
-
 
   Total expenses
   
274,801
     
1,030,531
 
 
               
  Net operating (loss)
   
(274,801
)
   
(1,030,531
)
 
               
Other income (expense):
               
  Settlement of liability
   
-
     
-
 
  Interest expense
   
(44,090
)
   
-
 
  Amortization of debt discount
   
-
     
(14,940
)
  Loss on impairment of assets
   
-
     
-
 
   Total other income (expense)
   
(44,090
)
   
(14,940
)
 
               
Net (loss)
 
$
(318,891
)
 
$
(1,045,471
)
 
               
Weighted number of common shares outstanding, basic
   
52,807,489
     
68,219,537
 
                 
Net loss per common share, basic
 
$
(0.00
)
 
$
(0.00
)

 
 
The accompanying notes are an integral part of these financial statements 
 
 
 
 
- 5 -
 
 
 


FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30, 2017 (Unaudited) and 2016 (Unaudited)
 
 
 
 
 
For the Nine Months Ended
 
 
 
September 30,
 
 
 
2017
(Unaudited)
   
2016
(Unaudited)
 
 
           
Cash flows from operations
           
Net (loss)
 
$
(1,134,234
)
 
$
(2,236,783
) 
Adjustment to reconcile net loss to net cash:
               
  Depreciation and amortization
   
2,633
     
169
 
  Common stock issued for services
   
38,850
     
1,321,000
 
  Amortization of discount and premium associated with convertible debt
   
308,453
     
332,400
 
  Extraordinary expenses
   
-
     
179,452
 
  Settlement of liability
   
33,300
     
-
 
 Changes in working capital components:
               
  Accounts payable
   
(5,192
)
   
(20,375
) 
  Accrued salaries
   
42,437
     
-
 
  Employee advances
   
(597
)
   
140,239
 
  Deposits and prepaid expenses
   
(6,000
)
   
140,239
 
  Accrued interest
   
38,211
     
-
 
  Advances from related parties
   
858,259
     
(53,422
) 
    Net cash provided by (used) for operating activities
   
176,120
     
(337,320
)
 
               
Cash flows from investing activities
               
  Purchase of real estate
   
(405,251
)
   
(125,000
) 
  Purchase of equipment
   
-
     
(1,991
) 
  Purchase of grow license
   
(100,000
)
       
  Land improvement
   
(50,766
)
       
Net cash provided by investing activities
   
(556,017
)
   
(126,991
) 
 
               
Cash flows from financing activities
               
  Proceeds from issuance of convertible debentures
   
330,000
     
464,000
 
Net cash provided by financing activities
   
330,000
     
464,000
 
 
               
  Net increase (decrease) in cash
   
(48,897
)
   
(311
) 
    Cash, beginning of period
   
62,457
     
(92
) 
  Cash, end of period
 
$
12,560
   
$
(403
) 
 
               
 
 
 
 
The accompanying notes are an integral part of these financial statements 
 
 
 
 
 
- 6 -
 
 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)
 
NOTE 1: NATURE OF OPERATIONS, BASIS OF PRESENTATION, RECAPITALIZATION AND GOING CONCERN
 
FutureLand, CORP. (formerly known as AEGEA, Inc.) ("we", "us", the "Company") was incorporated in Colorado on November 29, 2007 under the name Forever Valuable Collectibles, Inc. We changed our name effective July 1, 2014 in connection with our July 22, 2014 acquisition of AEGEA, LLC which is in the planning stages of developing an international community and mega-resort destination in the heart of South Florida called AEGEA. Prior to the acquisition of AEGEA, LLC, we were been engaged in the business of buying and reselling commemorative professional and college sports memorabilia.
 
On March 10, 2015, an Exchange Agreement was entered (the "Agreement"), by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FutureWorld, Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter referred to as "FLP"), a Colorado Limited Liability Corporation. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.
 
 In connection with the Exchange Agreement, we issued an aggregate of 27,845,280 shares of our common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for certain actions, including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment of two directors as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% (27,845,280} of the outstanding shares of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such exchange and returned to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA Holders shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding shares of the Company, issuable within ten days of the end of each fiscal quarter following such initial issuance. Pursuant to the Agreement, all assets of the Company, including all intellectual property, contractual rights, business plans, architectural works, property rights, and other valuable matters, shall be sold to the AEGA Holders, into a new private entity formed at their direction, control and benefit, in settlement for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities will be assumed by the new private entity. This transaction is expected to be accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP will have voting and management control of the combined entity.
 
 
- 7 -


(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


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

In May 2015, we changed our name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of our common stock. All share and per share data in this annual report have been retroactively restated to reflect the reverse stock split. The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair market values as of the acquisition date. The Company has not finalized the determination of the fair values of the liabilities assumed and assets acquired and therefore the provisional amounts set forth are subject to adjustment when valuations are completed. Under GAAP, companies have up to one year following an acquisition to finalize acquisition accounting.
 
The following details the preliminary fair value of the provisional goodwill transferred to effect the acquisition;
 
     
       
AEGEA Entertainment stock issuance per merger agreement:
     
     1,470,000 shares of common at $3.00 per share
 
$
4,410,000
 
         
Less: AEGEA Entertainment shareholders stock cancellation    
       
     202,988 (cancellation of shares per agreement)   
   
(608,964
)
         
Fair value of provisional goodwill transferred
 
$
3,801,036
 
 
In accordance with ASC Topic 805, Business Combination, the application of purchase accounting requires that the total purchase price be allocated to the fair value of identifiable assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding the fair values recorded as goodwill. Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The allocation process requires, among other things, an analysis of acquired fixed completed the determination of the fair value of assets acquired and liabilities assumed, accordingly; management has not made adjustments to the provisional fair values for the assets acquired and liabilities assumed. In addition the Company has not made a determination as to the deductibility of all or a portion of goodwill for tax purposes.
 
Description of Business
 
FutureLand Properties LLC. was originally formed as a wholly-owned subsidiary of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution Agreement with FutureLand, a wholly-owned subsidiary of the Company. In accordance with this agreement, FutureLand, in return for contribution of intellectual property, cash, and web development services by the Company, has exchanged 40,000,000 shares of its common stock representing 100% of the shares outstanding. On March, 10th, FutureLand Properties LLC did a merger agreement with Aegea Inc. (FutureLand Corp), ensuing FutureLand Properties LLC to become Aegea Inc. (FutureLand Corp) wholly owned subsidiary. The agreement resulted in the FutureLand Properties LLC's shareholders (FutureWorld Corp) to be issued 27,845,280 shares of Aegea Inc. (FutureLand Corp). This will result in FutureLand Corp's shares being held for investment on FutureWorld's balance sheet.
 
 
 
- 8 -
 
 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)
 
NOTE 1: NATURE OF OPERATIONS, BASIS OF PRESENTATION, RECAPITALIZATION AND GOING CONCERN
 
FutureLand, CORP. (formerly known as AEGEA, Inc.) ("we", "us", the "Company") was incorporated in Colorado on November 29, 2007 under the name Forever Valuable Collectibles, Inc. We changed our name effective July 1, 2014 in connection with our July 22, 2014 acquisition of AEGEA, LLC which is in the planning stages of developing an international community and mega-resort destination in the heart of South Florida called AEGEA. Prior to the acquisition of AEGEA, LLC, we were been engaged in the business of buying and reselling commemorative professional and college sports memorabilia.
 
On March 10, 2015, an Exchange Agreement was entered (the "Agreement"), by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FutureWorld, Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter referred to as "FLP"), a Colorado Limited Liability Corporation. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.
 
 In connection with the Exchange Agreement, we issued an aggregate of 27,845,280 shares of our common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for certain actions, including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment of two directors as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% (27,845,280} of the outstanding shares of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such exchange and returned to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA Holders shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding shares of the Company, issuable within ten days of the end of each fiscal quarter following such initial issuance. Pursuant to the Agreement, all assets of the Company, including all intellectual property, contractual rights, business plans, architectural works, property rights, and other valuable matters, shall be sold to the AEGA Holders, into a new private entity formed at their direction, control and benefit, in settlement for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities will be assumed by the new private entity. This transaction is expected to be accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP will have voting and management control of the combined entity.
 
 
- 9 -

 


FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


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

In May 2015, we changed our name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of our common stock. All share and per share data in this annual report have been retroactively restated to reflect the reverse stock split. The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair market values as of the acquisition date. The Company has not finalized the determination of the fair values of the liabilities assumed and assets acquired and therefore the provisional amounts set forth are subject to adjustment when valuations are completed. Under GAAP, companies have up to one year following an acquisition to finalize acquisition accounting.
 
The following details the preliminary fair value of the provisional goodwill transferred to effect the acquisition;
 
     
       
AEGEA Entertainment stock issuance per merger agreement:
     
     1,470,000 shares of common at $3.00 per share
 
$
4,410,000
 
         
Less: AEGEA Entertainment shareholders stock cancellation    
       
     202,988 (cancellation of shares per agreement)   
   
(608,964
)
         
Fair value of provisional goodwill transferred
 
$
3,801,036
 
 
In accordance with ASC Topic 805, Business Combination, the application of purchase accounting requires that the total purchase price be allocated to the fair value of identifiable assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding the fair values recorded as goodwill. Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The allocation process requires, among other things, an analysis of acquired fixed completed the determination of the fair value of assets acquired and liabilities assumed, accordingly; management has not made adjustments to the provisional fair values for the assets acquired and liabilities assumed. In addition the Company has not made a determination as to the deductibility of all or a portion of goodwill for tax purposes.
 
Description of Business
 
FutureLand Properties LLC. was originally formed as a wholly-owned subsidiary of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution Agreement with FutureLand, a wholly-owned subsidiary of the Company. In accordance with this agreement, FutureLand, in return for contribution of intellectual property, cash, and web development services by the Company, has exchanged 40,000,000 shares of its common stock representing 100% of the shares outstanding. On March, 10th, FutureLand Properties LLC did a merger agreement with Aegea Inc. (FutureLand Corp), ensuing FutureLand Properties LLC to become Aegea Inc. (FutureLand Corp) wholly owned subsidiary. The agreement resulted in the FutureLand Properties LLC's shareholders (FutureWorld Corp) to be issued 27,845,280 shares of Aegea Inc. (FutureLand Corp). This will result in FutureLand Corp's shares being held for investment on FutureWorld's balance sheet.
 

- 10 -



FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


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

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. 
 
EXCHANGE AGREEMENT AND SALE OF AEGEA ASSETS
 
As discussed above, on March 10, 2015, an Exchange Agreement was entered, by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FWDG and its wholly-owned subsidiary, FLP. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.
 
Our current asset will comprise of 240 acres of prime property in southern Colorado and two signed lease agreements for grow facilities on its land. Our business plan is to continue attracting legal license holders to lease land and grow facilities on our 240 acres.  We have other developmental land use plans for other projects being pursued as well.
 
On, October 30, 2014, FLP closed on 239.96 Acres in La Vita, Colorado in Huerfano County for $60,000.  FLP entered into a lease agreement contract with a lease with Colorado Flower Company, LTD on Dec 1, 2014 allotting 37 acres for their grow facilities.  FLP was formed as a Colorado State company on October 6, 2014 by FutureWorld Corp.
 
 
 
- 11 -
 

 

FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)



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

Prior to FLP being formed, the State of Colorado amended their laws allowing cannabis grow facilities to be separated from cannabis dispensaries effectively opening up an entirely new business opportunity that FLP entered into at that time. At such time, FLP pursued the business plan to secure a cannabis or hemp grower to execute their business plan of leasing the land, the structures, the technologies and provide maintenance contracts associated with the grow. Integral to its strategy is to provide the financing for the entire grow operation so as to establish a position by which to harness a competitive advantage in striking the right kind of lease in conjunction with Colorado State laws that would allow FLP to make above average returns.  On Jan 20, 2015 FLP entered a contract with GPS, La Vita, Inc. allotting 5 acres for their immediate grow facilities.  All of these contracts, and land ownings are currently in FLP.
 
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, Florida Heartland EB-5 Regional Center LLC and Aegea, LLC. All inter-company balances and transactions have been eliminated in consolidation.

Going Concern
As reflected in the accompanying consolidated financial statements, the Company had a net loss of $ 1,134,234 and net cash used in operations of $82,957, for the nine months ended September 30, 2017 and a working capital deficit of 555,370 and an accumulated deficit of $16,092,733, at September 30, 2017 and has 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.

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



- 12 -



FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

 
 
 
- 13 -

 

FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

 
- 14 -


FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

  Net Loss per Common Share
The Company computes net earnings (loss) per share in accordance with ASC 260-10, "Earnings per Share." ASC 260-10 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. At June 30, 2017 and 2016, we excluded 1,000 shares of Series B Preferred Stock convertible into 1,000 shares of common stock and 18,955 and 2,995, respectively, shares of the Company's common stock were reserved for issuance upon conversion of convertible notes as their effect was anti-dilutive. As of April 14, 2016, the Company has common shares reserved for issuance upon conversion of convertible notes.

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

Recent Accounting Pronouncements
ASU 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements". ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during the year ended December 31, 2016 and nine months ended September 30, 2017.

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern." The provisions of ASU No. 2014-15 require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company's consolidated financial statements. Other accounting standards which were not effective until after September 30, 2017 are not expected to have a material impact on the Company's consolidated financial position or results of operations.
 
 
 
- 15 -
 

 

FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)

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 June 30, 2017.

NOTE 4: VACANT LAND DEPOSIT

N/A

NOTE 5: SHORT-TERM LOAN – RELATED PARTIES

None

NOTE 6: CONVERTIBLE DEBENTURES AND NOTES

At June 30, 2017 and December 31, 2016, the Company had convertible debt consisting of the following:

 
 
September 30,
2017
   
Dec 31,
2016
 
Convertible debt
 
$
629,432
   
$
758,601
 
Plus: put premium
   
0
     
0
 
Less: debt discount
   
(286,199
)
   
(232,891
)
Convertible debt, net
 
$
343,233
   
$
525,710
 

Convertible debt principal payments of $12,500 were in default on maturity date as of September 30, 2017 as of the issuance date of these consolidated financial statements.
 
 

 
- 16 -


FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


NOTE 6: CONVERTIBLE DEBENTURES AND NOTES (continued)

On January 07, 2016, the Company registered 6,000,000 shares of common stock under form S8 with SEC for employee and consultant compensation.

On April 15, 2016 the Company issued a debenture for $80,750 to Auctus for cash advances during April 2016. The debenture accrues interest at 10% per annum and will convert into the company's common stock at 45% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion.

On June 17, 2016, the Company issued a debenture for $92,000 to EMA for cash advances during June 2016. 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 July 8, 2016, the Company issued a debenture for $120,000 EMA for a cash advance during July 2016. 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 December 14, 2016, the Company issued a debenture for $87,500 to EMA. 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 December 30, 2016, the Company issued a debenture for $85,000 to Auctus for a cash advances during December 2016. 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 February 16, 2017, the Company issued stock to the principals and affiliated parties of GreenLeaf Holding, LLC to bring in capital to fund various ventures within the company.

On March 20, 2017, the Company issued a debenture for $180,000 to EMA. 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 18 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.
 
 

- 17 -
 

 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)


NOTE 6: CONVERTIBLE DEBENTURES AND NOTES (continued)

On March 22, 2017, the Company issued a debenture for $180,000 to Auctus Fund. 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 18 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.

NOTE 7: LINE OF CREDIT – RELATED PARTY

N/A

NOTE 8: STOCKHOLDERS' DEFICIT

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.  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.

Description of Series A Convertible Preferred Stock
The 200,000 shares of Series A Convertible Preferred Stock have the following the 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 matter on which common shareholder 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 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.
 

 
- 18 -


 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)

NOTE 8: STOCKHOLDERS' DEFICIT (continued)

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

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

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

NOTE 10: RELATED PARTIES
N/A
 
 

- 19 -
 

 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)

NOTE 11: SUBSEQUENT EVENTS

Acquisition of Amps Electric, Inc.

On September 25, 2017 we entered into a joint venture agreement with Greenleaf Holdings, LLC ("Greenleaf") to acquire Amps Electric, Inc. ("Amps"), an established Solar Electrical Contractor, based in Massachusetts. Under the September 25 th agreement, Greenleaf held 80% of the common stock in Amps, of which it assigned 40% to FutureLand. This assignment resulted in FutureLand owning 32% of the common stock in Amps. An addendum was executed on November 12, 2017, whereby Greenleaf assigned an additional of 19% of its common stock ownership in Amps to FutureLand. As a result of these agreements, FutureLand owns a 51% controlling interest in Amps.

The transaction will been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair market values as of the acquisition date. The Company has not finalized the determination of the fair values of the liabilities assumed and assets acquired and therefore the provisional amounts set forth are subject to adjustment when valuations are completed. Under GAAP, companies have up to one year following an acquisition to finalize acquisition accounting.

The transaction will be accounted for as business combination under ASC 805 in the fourth quarter.

Our unaudited pro forma results of operations for the nine months ended September 30, 2017 as if the above acquisition had occurred on January 1, 2017 is as follows. The pro forma information is not indicative of results that would have occurred, or which may occur in the future:
 
REVENUE
 
$
4,703,870
 
 
       
NET LOSS
 
$
(2,408,468
)
 
       
NET LOSS PER SHARE
 
$
(0.001
)
 


- 20 -


 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)

NOTE 11: SUBSEQUENT EVENTS (continued)

Acquisition of Amps Electric, Inc.
The following are the financial statements for Amps Electric, Inc. for the nine months ended September 30, 2017. These financial statements have not been audited or reviewed.


AMPS ELECTRIC, INC.
 
Balance Sheets
As of September 30, 2017 (Unaudited) and December 31, 2016 (Unaudited)
 
 
           
 
 
September 30,
   
December 31,
 
 
 
2017
(Unaudited)
   
2016
(Unaudited)
 
 
       
 
ASSETS
           
 
           
Current assets
           
  Cash
 
$
4,432
   
$
541,642
 
  Accounts receivable
   
200,000
     
732,508
 
    Total current assets
   
204,432
     
1,274,150
 
 
               
Property and Equipment
               
  Vehicles (Net)
   
67,375
     
41,125
 
   Total property and equipment, net of depreciation
   
67,375
     
41,125
 
                 
     Total assets
 
$
271,807
   
$
1,315,879
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
 
               
Current liabilities
               
  Accounts payable and accrued liabilities
 
$
76,212
   
$
41,725
 
  Line of credit
   
113,415
         
  Related party advances
   
88,511
     
1,036
 
    Total liabilities
   
278,139
     
42,761
 
 
               
Stockholders' equity (deficit)
               
 
               
  Accumulated deficit
   
(6,331
)
   
1,272,514
 
  Total stockholders' (deficit)
   
(6,331
)
   
1,272,514
 
    Total liabilities and stockholders' equity (deficit)
 
$
271,807
   
$
1,315,275
 
 
               
 
 

 
- 21 -

 
FUTURELAND, CORP. AND SUBSIDIARIES
(FORMERLY AEGEA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 (Unaudited)



  NOTE 11: SUBSEQUENT EVENTS (continued)

AMPS ELECTRIC, INC.
Statements of Operations
For the Nine Months Ended September 30, 2017 (Unaudited)
 
     
 
     
 
 
September 30, 2017
(Unaudited)
 
 
     
Operation Revenues
     
  Contract revenue
 
$
4,703,870
 
  Cost of sales
   
(5,031,433
)
  Total operating revenue
   
(327,563
)
 
       
Operating expenses:
       
  Salaries and benefits
   
121,323
 
  Professional fees
   
5,450
 
  Other administrative expenses
   
19,726
 
   Total expenses
   
146,499
 
 
       
  Net operating (loss)
   
(474,062
)
 
       
Other income (expense):
       
  Write off on uncollectible accounts receivable
   
(752,627
)
  Interest expense
   
(52,156
)
   Total other income (expense)
   
(804,783
)
 
       
Net (loss)
 
$
(1,278,845
)
 
 

 

- 22 -

 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
We define our accounting periods as follows:
 
●    "Calendar 2017" – January 1, 2017 through December 31, 2017
 
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.
 
On March 10, 2015, an Exchange Agreement was entered (the "Agreement"), by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FutureWorld, Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter referred to as "FLP"), a Colorado Limited Liability Corporation. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado,
 
 In connection with the Exchange Agreement, we issued an aggregate of 27,845,280 shares of our common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for certain actions, including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment of two directors as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% (27,845,280} of the outstanding shares of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such exchange and returned to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA Holders shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding shares of the Company, issuable within ten days of the end of each fiscal quarter following such initial issuance. Pursuant to the Agreement, all assets of the Company, including all intellectual property, contractual rights, business plans, architectural works, property rights, and other valuable matters, shall be sold to the AEGA Holders, into a new private entity formed at their direction, control and benefit, in settlement for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities will be assumed by the new private entity. This transaction is expected to be accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP will have voting and management control of the combined entity.
 
In May 2015, we changed our name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of our common stock. All share and per share data in this annual report have been retroactively restated to reflect the reverse stock split.
 
 
 
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Description of Business
 
FutureLand Properties LLC. was originally formed as a wholly-owned subsidiary of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution Agreement with FutureLand, a wholly-owned subsidiary of the Company. In accordance with this agreement, FutureLand, in return for contribution of intellectual property, cash, and web development services by the Company, has exchanged 40,000,000 shares of its common stock representing 100% of the shares outstanding. On March, 10th, FutureLand Properties LLC did a merger agreement with Aegea Inc. (FutureLand Corp), ensuing FutureLand Properties LLC to become Aegea Inc. (FutureLand Corp) wholly owned subsidiary. The agreement resulted in the FutureLand Properties LLC's shareholders (FutureWorld Corp) to be issued 27,845,280 shares of Aegea Inc. (FutureLand Corp). This will result in FutureLand Corp's shares being held for investment on FutureWorld's balance sheet.
 
FutureLand Corp. operates its presented business through its subsidiary, FutureLand Properties, is an agricultural land lease company catering to the industrial hemp, legal medical marijuana and recreational cannabis market. Future Land was started to capitalize upon the distinct separation of the cultivation grows from the dispensaries, specifically with respect to Colorado. In the State of Colorado, which has become the quintessential poster-child for what the industry may look like for the rest of America, at least temporarily, as other states determine what exact direction they will choose to go, there are residency laws that must be adhered to. For instance, in order to get a license to grow or profit from cannabis in Colorado you must be a 2 year resident. The laws are very specific; anyone who is not a 2 year resident cannot profit from the sale of the cannabis flower or infused products. Because of this mandate, Future Land Corp must be a land owner and leaser in order to effectively participate in the cannabis grow industry, which we believe is essential in order to gain a competitive advantage. We also must own the structures on the land to control the lease and our future position in the industry.
 
The business model is simple; offer growers the opportunity to grow. We have the land and then we find 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. 
 
EXCHANGE AGREEMENT AND SALE OF AEGEA ASSETS
 
As discussed above, on March 10, 2015, an Exchange Agreement was entered, by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FWDG and its wholly-owned subsidiary, FLP. Additionally, on June 1, 2015, FWDG, as sole member of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes 200 acres in La Vita, Colorado.
 
Our current asset will comprise of 240 acres of prime property in southern Colorado and two signed lease agreements for grow facilities on its land. Our business plan is to continue attracting legal license holders to lease land and grow facilities on our 240 acres.  We have other developmental land use plans for other projects being pursued as well.
 
On, October 30, 2014, FLP closed on 239.96 Acres in La Vita, Colorado in Huerfano County for $60,000.  FLP entered into a lease agreement contract with a lease with Colorado Flower Company, LTD on Dec 1, 2014 allotting 37 acres for their grow facilities.  FLP was formed as a Colorado State company on October 6, 2014 by FutureWorld Corp.
 
 

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Prior to FLP being formed, the State of Colorado amended their laws allowing cannabis grow facilities to be separated from cannabis dispensaries effectively opening up an entirely new business opportunity that FLP entered into at that time. At such time, FLP pursued the business plan to secure a cannabis or hemp grower to execute their business plan of leasing the land, the structures, the technologies and provide maintenance contracts associated with the grow. Integral to its strategy is to provide the financing for the entire grow operation so as to establish a position by which to harness a competitive advantage in striking the right kind of lease in conjunction with Colorado State laws that would allow FLP to make above average returns.  On Jan 20, 2015 FLP entered a contract with GPS, La Vita, Inc. allotting 5 acres for their immediate grow facilities.  All of these contracts, and land ownings are currently in FLP.
 
Results of Operations
 
The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the years identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. For comparative purposes, we are comparing the quarter ended September 30, 2017 to the quarter ended September 30, 2016.
 
Revenue. No revenue was generated for the 6 months ended September 30, 2017 and 2016.
 
Total Operating Expenses. For the quarter ended September 30, 2017, total operating expenses amounted to $ 134,705 as compared to $ 543,455 for the quarter ended September 30, 2016, an increase of $ 408,750. This decrease was primarily due to monitoring expenses and promoting the general growth of our business.  General and administrative expenses  decreased by an aggregate of $ 212,455 for the quarter ended September 30, 2017 as compared to the quarter ended September 30, 2016 at $ 280,676.
 
Total Other Expenses. For the quarter ended September 30, 2017, total other expenses increased by $ 13,665 as compared to the same period in 2016. The increase was primarily due to greater interest expense, and a one-time settlement fee valued at $ 33,300 with Kodiak. We satisfied the obligation with issuance of Common Shares.
 
Net Loss. For the quarter ended September 30, 2017 and 2016, net loss amounted to $ 276,211, and $ 671,296
 
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 of  $ 19,397 for the six months ending September 30, 2017 and a working capital of $ 1,003 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 $ 82,957 for the quarter ended September 30, 2017, compared to $ (216,329) for the same period in 2016, a decrease of $ 299,286 primarily due to closely monitoring & curtailing our spending.
 
Net cash used by investing activities during the quarter ended September 30, 2017 was $ 456,017 compared net cash used in investing activities of $ 81,991 for the quarter ended September 30, 2016.
 
Net cash provided by financing activities during the quarter ended September 30, 2017, was $330,000 compared to net cash provided by financing activities of $ 299,414 for the quarter ended September 30, 2016.
 
 
 
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Cash Requirements
 
Our future capital requirements will depend on numerous factors, including the extent we continue development of our planned resort community and our ability to control costs. We will be reliant upon shareholder loans, private placements or public offerings of debt and equity to fund our resort development plans. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. While we are in discussions with investors and our investment banker who have shown an interest in investing in or raising capital for our company, we have no arrangements or plans currently in effect and our inability to raise funds for the above purposes will have a severe negative impact on our ability to carry out our plans to develop FutureLand Corp.
 
Off-Balance Sheet Arrangements
 
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. As of September 30, 2017 we have no off-balance sheet arrangements.
 
Going Concern
  
Management's plans with regard to these matters encompass the following actions: 1) obtain funding from new and potentially current investors to alleviate the Company's working deficiency, and 2) implement a plan to generate sales. The Company's continued existence is dependent upon its ability to translate its user base into sales. However, the outcome of management's plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
 
 

 
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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.

 
 
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  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.

 
 
 
 
FutureLand, Corp.
 
 
Date: November 21, 2017
 
 
 
 
By:   /s/ Cameron Cox
 
Cameron Cox, Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Cameron Cox
 
President, Chief Executive Officer, Director
 
November 21, 2017
Cameron Cox 
 
 
 
 
 
/s/ Sam Talari
 
Chairman, Director, Principal Accounting Officer, Director
 
November 21, 2017
Sam Talari
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
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