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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Futureland Corporation (CE) | USOTC:FUTL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
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)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
☒
|
|
|
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.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
14
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk.
|
17
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Item 4
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Controls and Procedures.
|
17
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PART II - OTHER INFORMATION
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||
Item 1.
|
Legal Proceedings.
|
18
|
Item 1A.
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Risk Factors.
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18
|
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
|
19
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Item 3.
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Defaults Upon Senior Securities.
|
19
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Item 4.
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Mine Safety Disclosures.
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19
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Item 5.
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Other Information.
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19
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Item 6.
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Exhibits.
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20
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Current Assets:
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September 30, 2016,
|
December 31, 2015
|
||||||
Cash
|
$
|
(403
|
)
|
$
|
(92
|
)
|
||
Security Deposits
|
4,000
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|||||||
Accounts Receivable-related party
|
$
|
40,078
|
0
|
|||||
Total Current Assets
|
$
|
39,675
|
3,908
|
|||||
|
||||||||
Fixed Assets
|
||||||||
Land
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$
|
185,251
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$
|
60,251
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||||
Furniture & Fixtures
|
1,822
|
0
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||||||
Construction in Process
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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
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$
|
7,578,893
|
$
|
7,409,737
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||||
|
||||||||
Liabilities and Stockholders' Equity
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||||||||
Current Liabilities:
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||||||||
Accounts payable
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$
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51,963
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$
|
42,338
|
||||
Accrued Expenses
|
234,673
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94,435
|
||||||
Convertible debenture payable, net of premium and discount
|
274,379
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72,750
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||||||
Related Party Loans
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0
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113,636
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||||||
|
||||||||
Total Current Liabilities
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561,015
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323,636
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||||||
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||||||||
Stockholders' Equity:
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||||||||
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
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-
|
-
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||||||
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
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||||||
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
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1,019,597
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||||||
Additional paid-in capital
|
10,055,740
|
9,727,395
|
||||||
Accumulated deficit
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(5,903,647
|
)
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(3,666,864
|
)
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||||
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||||||||
Total Stockholders' Equity
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7,017,878
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7,086,578
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||||||
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||||||||
Total Liabilities and Stockholders' Equity
|
7,578,893
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$
|
7,409,737
|
|
||||||||||||||||
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For the Three Months Ended
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For the Nine Months Ended
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||||||||||||||
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September 30,
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September 30,
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||||||||||||||
|
2016
|
2015
|
2016
|
2015
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||||||||||||
Revenue
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Operating Expenses:
|
||||||||||||||||
General and administrative
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86,281
|
3,056
|
734,142
|
11,232
|
||||||||||||
Professional fees
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730,000
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52,100
|
1,043,591
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72,424
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||||||||||||
Legal and Accounting
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214,250
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49,100
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415,650
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84,300
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||||||||||||
Total Operating Expenses
|
1,030,531
|
104,256
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2,193,383
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167,956
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||||||||||||
|
||||||||||||||||
Loss from Operations
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(1,030,531
|
)
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(104,256
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)
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(2,193,383
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)
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(167,956
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)
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||||||||
Other Income (Expenses):
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||||||||||||||||
Interest expense
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0
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0
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0
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0
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||||||||||||
Interest amortization of debt discount
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(14,940
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)
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(2,141
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)
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(43,400
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)
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(2,141
|
)
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||||||||
|
||||||||||||||||
Total Other Expenses
|
(14,940
|
)
|
(2,141
|
)
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(43,400
|
)
|
(2,141
|
)
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||||||||
|
||||||||||||||||
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
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45,192,957
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34,302,462
|
For the Nine
Months Ended
|
For the Nine
Months Ended
|
|||||||
September 30,
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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
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(84,688
|
)
|
-
|
|||||
Officer Loans
|
31,266
|
-
|
||||||
Security/Retainer Deposits
|
-
|
-
|
||||||
Increase (Decrease) in:
|
||||||||
Accounts Payable
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(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
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(125,000
|
)
|
-
|
|||||
Purchase of equipment
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(1,991
|
)
|
-
|
|||||
Net cash used by investing activities
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(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
|
$
|
-
|
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.
|
· | 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. |
· | 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. |
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)
|
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
|
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)
|
●
|
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.
|
·
|
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.
|
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
|
|
|
|
|
|
Date:
November 21
, 2016
|
FutureLand Corp.
|
|
|
|
|
|
By:
|
/s/
Cameron Cox
|
|
|
Cameron Cox,
Chief Executive Officer and Acting Chief Financial Officer
(Principal Executive Officer)
|
|
|
|
1 Year Futureland (CE) Chart |
1 Month Futureland (CE) Chart |
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