UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A



|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934        
|- |  | -----------------------------------------------------------------------------------------
|  |  |                                                                                          
|  |  | For the quarterly period ended:    June 30, 2014                                         
|  |  |                                                                                          
|  |  | or                                                                                       
|  |  |                                                                                          
|o |  | 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 000-1273988



Date of Report
(date of earliest event reported):   August 20, 2014



FUTUREWORLD CORP.

(Exact name of registrant as specified
in its charter)



|DELAWARE                                       | 000-1273988              | 81-0562883                       
|---------------------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
|                                               |                          |                                  



|                                                 |           
|------------------------------------------------ | ----------
|3637 4th Street North, Saint Petersburg, Florida | 33704     
|(Address of principal executive offices)         | (Zip Code)



Registrant's telephone number, including
area code:   (727) 474-1816

Securities registered pursuant to Section 12(b) of
the Act:



|Title of Each Class                                                                                                 |  | Name of Each Exchange on Which Registered
|------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|                                                                                                                    |  |                                          
|None                                                                                                                |  | None                                     
|                                                                                                                    |  |                                          
|Securities registered pursuant
        to section 12(g) of the Act:
        Common Stock, $0.0001 par
        value



|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                  | oYes | xNo
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ---
|                                                                                                                                                                                                                                                                                                                                                         |      |    
|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                             | xYes | oNo
|                                                                                                                                                                                                                                                                                                                                                         |      |    
|Indicate by check mark whether the registrant (1) has 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. | xYes | xNo
|                                                                                                                                                                                                                                                                                                                                                         |      |    
|                                                                                                                                                                                                                                                                                                                                                         |      |    



|                                                                                                                                                                                                                                                                                                                                                                  | xYes               | oNo                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ----------------------
|                                                                                                                                                                                                                                                                                                                                                                  |                    |                       
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. | oYes               | xNo                   
|                                                                                                                                                                                                                                                                                                                                                                  |                    |                       
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.                                                                                                                                                                                                                                    
|oLarge accelerated filer                                                                                                                                                                                                                                                                                                                                          | oAccelerated filer | oNon-accelerated filer
|                                                                                                                                                                                                                                                                                                                                                                 
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                           | oYes               | xNo                   
|                                                                                                                                                                                                                                                                                                                                                                  |                    |                       



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 last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter:



|Voting Common Equity | Non-voting Common Equity
|-------------------- | ------------------------
|$1,800,000           | None                    



The number of shares outstanding of each
of the registrant’s classes of common stock, as of June 30, 2014:



|Common stock, par value $0.0001 per share | 451,373,966
|----------------------------------------- | -----------
|Other                                     | None       

















FutureWorld Corp.

Annual Report
on Form 10-Q

For the First Quarter Ended June 30,
2014



INDEX



|           |                                                                                                               |    |     
|---------- | ------------------------------------------------------------------------------------------------------------- | -- | ----
|PART I     | FINANCIAL INFORMATION                                                                                         |    | PAGE
|           |                                                                                                               |    |     
|Item 1     | Condensed Consolidated Financial Statements                                                                   |    |     
|           |                                                                                                               |    |     
|           | Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and March 31, 2014                      |    | 5   
|           |                                                                                                               |    |     
|           | Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2014 and 2013 (unaudited) |    | 6   
|           |                                                                                                               |    |     
|           | Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2014 and 2013 (unaudited) |    | 7   
|           |                                                                                                               |    |     
|           | Condensed Consolidated Notes to Financial Statements (unaudited)                                              |    | 8   
|           |                                                                                                               |    |     
|Item 2     | Management's Discussion and Analysis or Plan of Operation                                                     |    | 18  
|           |                                                                                                               |    |     
|Item 3     | Quantitative and Qualitative Disclosures About Market Risk                                                    |    | 19  
|           |                                                                                                               |    |     
|Item 4     | Controls and Procedures                                                                                       |    | 19  
|           |                                                                                                               |    |     
|Item 4 T   | Controls and Procedures                                                                                       |    | 19  
|           |                                                                                                               |    |     
|PART II    | OTHER INFORMATION                                                                                             |    |     
|           |                                                                                                               |    |     
|Item 1     | Legal Proceedings                                                                                             |    | 21  
|           |                                                                                                               |    |     
|Item 1A    | Risk Factors                                                                                                  |    | 21  
|           |                                                                                                               |    |     
|Item 2     | Unregistered Sales of Equity Securities and Use of Proceeds                                                   |    | 21  
|           |                                                                                                               |    |     
|Item 3     | Defaults Upon Senior Securities                                                                               |    | 21  
|           |                                                                                                               |    |     
|Item 4     | Removed and Reserved                                                                                          |    | 21  
|           |                                                                                                               |    |     
|Item 5     | Other Information                                                                                             |    | 21  
|           |                                                                                                               |    |     
|Item 6     | Exhibits                                                                                                      |    | 22  
|           |                                                                                                               |    |     
|Signatures |                                                                                                               | 22



















DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or portions
thereof) are incorporated by reference into the Parts of this Form 10-Q noted:

NONE



Forward-Looking Statements



This Annual Report on Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that
are signified by the words “expects,” “anticipates,” “intends,” “believes,” “estimates”
or similar language, and among other things:  (i) events that may occur in the future, (ii) implementation of our business
model; development and marketing of our products and services and (iii) prospects for revenues and profitability.  All
forward-looking statements included in this document are based on information available to us on the date hereof.  We
caution investors that our business and financial performance and the matters described in these forward-looking statements are
subject to substantial risks and uncertainties.  Because of these risks and uncertainties, some of which may not be currently
ascertainable and many of which are beyond our control, actual results could differ materially from those projected in the forward-looking
statements. Deviations between actual future events and our estimates and assumptions could lead to results that are materially
different from those expressed in or implied by the forward looking statements. We do not intend to update these forward looking
statements to reflect actual future events.



























































































|FUTUREWORLD CORP.                                                            
|-----------------------------------------------------------------------------
|Consolidated Balance Sheets                                                  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Assets                                                                       
|Current assets                                                               
|Cash                                                                         
|Accounts receivable                                                          
|Inventory                                                                    
|Note receivable                                                              
|Total current assets                                                         
|                                                                             
|Property & equipment, net of accumulated - net                               
|Intangible property, net of accumulated - net                                
|Deposits                                                                     
|Total Assets                                                                 
|                                                                             
|Liabilities and Stockholders' Equity                                         
|Current liabilities                                                          
|Accounts payable                                                             
|Accrued expenses                                                             
|Deferred revenue                                                             
|Notes payable                                                                
|Loans and notes payable, related parties                                     
|Total current liabilities                                                    
|                                                                             
|Notes payable to shareholder                                                 
|Total liabilities                                                            
|                                                                             
|Stockholders' Equity                                                         
|Preferred stock, 100,000,000 authorized, $.0001 par value:                   
|None issued and outstanding                                                  
|Preferred stock, $.0001 par value, 100,000,000 shares authorized, none issued
|Common stock, $.0001 par value, 4,900,000,000 shares authorized,             
|and; 501,373,966 and 416,373,966 shares                                      
|issued and outstanding, respectively                                         
|Additional paid-in capital                                                   
|Minority interest in subsidiary                                              
|Accumulated deficit                                                          
|Total stockholders' equity                                                   
|                                                                             
|Total Liabilities and Stockholders' Equity                                   
|                                                                             
|.                                                                            
|                                                                             
|                                                                             
|                                                                             
|The accompanying notes are an integral part of these financial statements.   











|                                     
|-------------------------------------
|Consolidated Statements of Operations
|(unaudited)                          













|                                              |                               |   | For the Three Months Ended |            
|--------------------------------------------- | ----------------------------- | - | -------------------------- | -----------
|                                              |                               |   | June 30,                   |            
|                                              |                               |   |                            | 2014       
|                                              |                               |   |                            |            
|Revenues                                      |                               | $ | 309                        |            
|Direct costs                                  |                               |   | 182                        |            
|                                              |                               |   |                            |            
|Gross Profit                                  |                               |   | 128                        |            
|                                              |                               |   |                            |            
|Operating expenses:                           |                               |   |                            |            
|                                              | Salaries and benefits         |   |                            | 81,080     
|                                              | Consulting                    |   |                            | -          
|                                              | Professional fees             |   |                            | 57,800     
|                                              | General and administrative    |   |                            | 14,933     
|                                              | Amortization and depreciation |   |                            | 19,883     
|                                              | Total operating expenses      |   |                            | 173,570    
|                                              |                               |   |                            |            
|Other income (expense):                       |                               |   |                            |            
|                                              | Interest expenses             |   |                            | (5,301)    
|                                              | Sale of assets, net           |   |                            | -          
|                                              | Total other (expense)         |   |                            | (5,301)    
|Loss from operations before income taxes      |                               |   | (178,871)                  |            
|                                              |                               |   |                            |            
|Provision for income taxes                    |                               |   | -                          |            
|                                              |                               |   |                            |            
|Loss from operations before minority interest |                               | $ | (178,871)                  |            
|                                              |                               |   |                            |            
|Minority Interest                             |                               |   | -                          |            
|                                              |                               |   |                            |            
|Net loss                                      |                               | $ | (178871)                   |            
|                                              |                               |   |                            |            
|Earnings (loss) per share:                    |                               |   |                            |            
|                                              | Basic                         |   | $                          | (0.0004)   
|Weighted average shares outstanding           |                               |   |                            |            
|                                              | Basic                         |   |                            | 451,373,966







































|FUTUREWORLD CORP.                    
|-------------------------------------
|Consolidated Statements of Cash Flows
|(unaudited)                          
|                                     
|                                     
|                                     
|                                     
|Cash Flows from Operating Activities:
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|Cash Flows from Financing Activities:
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|Net increase/decrease in Cash        
|                                     
|Cash at beginning of period          
|                                     
|Cash at end of period                
|                                     
|                                     
|Supplemental cash flow information:  
|                                     
|                                     
|                                     
|                                     
|                                     



| | 
| | 



















FUTUREWORLD CORP.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial
Statements

As of June 30, 2014

(Unaudited)





1. 	History of the Company and Nature of the Business



OUR HISTORY



“We”,
“us” and “our” refer to FutureWorld Corp., a Delaware corporation.



The history of our
incorporation and our ownership, in chronological order, is as follows:



|● | FUTUREWORLD CORP (the “Company”) was formed on June 22, 2002, as a Delaware corporation.                                                                                                                                                                                                                                                                      
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | On May 13, 2009, Mr. Talari converted the principal amount and accrued interest of one convertible note, and the accrued interest and a portion of the principal amount of a second note into 50,000,000 shares of our common stock respectively.  After these conversions, Mr. Talari legally and beneficially owned eighty-four percent of our common stock.
|● | June 10, 2009, FutureWorld Corp. acquires SeaTech Energy Inc., a Nevada corporation, for 150M shares in Common Stock or $1,500,000.                                                                                                                                                                                                                           
|● | On June 11, 2014, the Company changed its name to FutureWorld Corp.                                                                                                                                                                                                                                                                                           





Nature of Business



The address of our executive offices is: 3637 4th
Street North, Saint Petersburg, FL 33704 and our telephone number at that address is 239-324-0000 or 727-474-1816. The address
of our web site is www.futureworldcorp.com. The information at our web site is for general information and marketing purposes and
is not part of this annual report for purposes of liability for disclosures under the federal securities laws.



FutureWorld Corp., a Delaware corporation, is a U.S. diversified
Industrial Hemp/ Medical Cannabis Company, which together with its subsidiaries, focuses on the identification, acquisition, development,
and commercialization of Hemp/Cannabis products, services and technologies globally under the banner of Cannabis 2.0.



FutureWorld Corp. is seeking to acquire minority or full
interest in currently operating companies and disruptive technologies in the Industrial Hemp/Medical and Recreational Cannabis
Industry globally; such as vaporizers, lab testing, tracking systems, security, CBD oil, testing kits, financial solutions, dispensaries
and other needed components. Our goal is to provide our acquired companies, current and future shareholders a clear strategy for
the growth of their companies and their investment in those companies.



We currently provide multiple products that supply
the burgeoning cannabis industry. The “picks and shovel” business model capitalizes of selling enterprises associated
with the Industrial Hemp and Medical Cannabis industries products that are essential in their success. Our products solve long
standing problems in cultivation, processing, and retail sales for industrial hemp and medical cannabis. The following divisions
will continue to delve even further into purchasing existing products or developing brand new products as the wholesale and retail
space continues to evolve. In addition, one primary focus is to manufacture, market, and sell products containing hemp derived
CBD oil. We are invested in the following portfolio companies as subsidiaries;

CB Scientific, Inc.:

CB Scientific was organized in the state of Florida
on 5/8/2014 with 40,000,000 shares of Common stock issued and outstanding in which all are held by FutureWorld Corp. CBD Oil- CBD
is one of at least 60 cannabinoids found in hemp, and is non-psychoactive.







The Cannabidiol “CBD” is a compound in
cannabis that has significant medical effects, but does not make people feel “high” and can actually counter the psychoactive
effects of THC. The reduced psychotropic of CBD-rich cannabis makes it an appealing treatment option for patients seeking anti-inflammatory,
anti-pain, anti-anxiety, anti-psychotic, and/or anti-spasm effects without disconcerting lethargy. Scientific and clinical studies
underscore CBD’s potential as a treatment for a wide range of conditions, including rheumatoid arthritis, diabetes, alcoholism,
MS, chronic pain, schizophrenia, PTSD, antibiotic-resistant infections, epilepsy, and other neurological disorders. CBD has demonstrated
neuro-protective and neurogenic effects, and its anti-cancer properties are currently being investigated at several academic research
centers in the United States and elsewhere.

The present usage for CBD
oil in the United States is estimated to be approximately 1,000-2,000 Kilograms a year and growing and with a yearly value of around
$200,000,000. Currently, the apparent current competitors are; CannaVest, Inc. and Medical Marijuana,
Inc., which own portions of each other’s companies, are the primary supplier of CBD oil in the United States. They supply
the product in bulk to affiliate distributors and sell it retail in plastic tubes that are refined up to three levels. Real Scientific
Hemp OilTM is their trademark name.

CB Scientific is in the process of sourcing its own
CBD oil from Europe. We are also developing plans to fund an overseas hemp cultivation project to provide a consistent and reliable
supply to the United States and beyond. Currently, industrial hemp cultivation is legal in China, Australia, Austria, Canada, Chile,
Denmark, Finland, France, Germany, Great Britain, Hungary, India, Italy, Japan, New Zealand, Poland, Russia, Spain Switzerland,
and Turkey.

CB Scientific will process the CBD oils that
will be sold through our online presence for retailing industrial hemp oil-based Cannabidiol (CBD) nutritional supplements, wellness
and personal care products and vapable CBD oils. DispenseTEK will market items such as CBD oil, CBD infused edibles & multiple
hemp related items and cross market our vaporizers from URVape.com. DispenseTEK will be featuring scientific grade hemp oil which
is highly sought after around the world. We will sell already recognizable brands including our own brands and drive internet sales
through ads, videos, social media and Search Engine Optimization.

The global Nutraceutical market is projected to be
in excess of $200 billion by 2015 and the current US Nutraceutical and Dietary supplement market is valued at around $42 billion.
URCBDOil.com will be at the forefront of this massive marketplace with significant opportunities. Cannabinoids (non-psychoactive
CBD) have been found to have antioxidant properties, unrelated to NMDA receptor antagonism. This new found property makes cannabinoids
useful in the treatment and prophylaxis of a wide variety of oxidation associated diseases, such as ischemic, age-related, inflammatory
and auto-immune diseases.

Cannabinoids are found to have particular application
as neuroprotectants, for example in limiting neurological damage following ischemic events, such as stroke and trauma, or in the
treatment of neurodegenerative diseases, such as Alzheimer's, Parkinson's and HIV dementia. URCBDOil.com should be live by July
1, 2014. URCBDOil.com will assist FutureWorld to generate positive cash flow for both URVape and our CBD oil and CBD infused products..

MedTest, Inc.:

MedTest Inc. was organized in the state of Nevada
on 4/28/2014 with 40,000,000 shares of Common stock issued and outstanding in which all are held by FutureWorld Corp. MedTest,
Inc. a Nevada owned company based in Denver Colorado that FutureWorld recently purchased for cash, stock and a revenue sharing
component. MedTest Inc. has a working relationship with Herbal Synergy LLC in Colorado and is developing new technologies specifically
for cannabis analytics. Charles Steinberg’s credentials will prove to be an asset to MedTest Inc. Mr. Steinburg of Herbal
Synergy has been one of the main men behind gas chromatography testing in Colorado. He has been a judge at five previous High Times
Cannabis Cups. Mr. Steinberg will be a judge at the next three High Times Cannabis Cups (San Francisco, CA: June 28th – 29th,
Clio, MI July 26th – 27th, Seattle WA Sept 6th – 7th). Herbal Synergy LLC has pioneered residual solvent testing for
medical cannabis and has always strived to help patients know exactly what they are buying. MedTest Inc. believes every product
sold to patients as “Medical Quality” should be inspected for health benefits, safety, consistency, purity, potency
and packaged properly for distribution.

URVape, Inc.:

URVape was organized in the state of Florida on 6/2/2014
with 40,000,000 shares of Common stock issued and outstanding in which all are held by FutureWorld Corp. URVapeTM is our brand
name vaporizer pen which is sold with a charger and refill bottles. We market the product at URVape.com. It is our own trademarked
vaporizer being marketed and sold online and in retail shops. The product is cutting edge design and requires puffing on the pen
to facilitate battery use. The URVape vaporizing pen is sleek and lightweight. URVape will initially have oil vaporizers available
and dry herb versions available in the coming months.

URVape 1.0 - For use with oil extracts

Powered by battery, vaporizers extract the active
ingredients from cannabis by heating it to a temperature lower than required for







combustion. When air is drawn through the heated cannabis
it emits a vapor that is inhaled. URVape is;

URVape - Extremely easy to use. No Buttons. Just draw
through the mouthpiece and the unit automatically heats up to release oil vapor.

LED lights on the bottom light up when you inhale,
Auto shut off after 8 seconds, Discreet, Stylish and Sleek, Stylus on end of pen, Long Battery Life - Lasts for 4-5 days depending
on number of puffs, FutureWorld has identified three key long-term items sweeping the globe that solidify URVape’s entry
into the market:

The decriminalization and legalization of cannabis
for medicinal and recreational use - The adoption of electronic vaporizing by the world’s 1.2 Billion smokers - eCig or vaporizer
market is the fastest market within the tobacco (free) industry and estimated to be a multi-billion dollar industry within few
years.

HempTech Corp:

HempTech Corp. was organized in the state of Delaware
on 3/19/2014 with 40,000,000 shares of Common stock issued and outstanding in which all are held by FutureWorld Corp. HempTech
Corp has several products available specifically geared to helping cultivators of industrial hemp and medical cannabis maximum
yields while helping to control costs. CaNNaLyTiXTM , SPIDerTM, SmartSenseTM ,Smart.NRGTM , and CaNNaTRAKTM.

CaNNaLyTiXTM “A picture is
word a thousand words” and being able to visualize all the various aspects of a cultivation enterprise solves challenges
before they become problems. CaNNaLyTiXTM is a dashboard controller system that allows the various computer systems to be
integrated throughout a cultivator’s infrastructures. Using state-of –the-art API connecting software packages, CaNNaLyTiXTM
can allow all computer systems to be monitored with the ease of a smartphone app and the robust hardware of integrated servers
or cloud-based application.

CaNNaTRAKTM- the next generation
of barcode & RFID tracking systems for keeping pace with the extensive demands of seed to sale tracking of Hemp/Cannabis for
state compliance. We are currently developing “game changer” modifications that will make it the ultimate software
system in the industry. CannaTRAK’s Asset Tracking Management Software automates the major aspects of the Asset Life Cycle.
The Product suite is made up of modules, which are able to operate independently of one another, are able to be configured to work
together, or to be integrated with non-native applications. CaNNaTRAKTM’s software easily tracks assets using bar coding,
radio frequency (RFID), imaging, and wireless technologies. CaNNaTRAKTM software is designed under the client/server architecture,
is multi-user and menu-driven following industry-standard MS Windows protocols and graphical user interfaces. CaNNaTRAKTM
applications are compatible with MS Windows XP, Vista, Windows 7 & 8.1 operating systems and with SQL Server 2008 through 2013.

CaNNaTRAK’s mobile information applications
are compatible with Windows Mobile devices and are tightly integrated with; bar coding, RFID, GPS, imaging, biometrics and wireless
technologies. Due to the State law, legal governance, compliance and tax reasons, we believe CaNNaTRAKTM will be an invaluable
tool for legal compliance and profitability from growers to dispensers of the legal medicinal marijuana. Over the past decade,
22 states have approved the use of medicinal marijuana. Medicinal marijuana has become an alternative to traditional treatments
for patients with clinical diseases such as cancer and HIV/AIDS. The medicinal marijuana market is estimated to be valued in the
billions of dollars initially and may provide hundreds of millions of dollars tax revenue for the state’s tax coffers.

We believe compliance and governance will be a big
concern for the state offices overseeing the cannabis lifecycle and CaNNaTRAKTM will be an invaluable tool to comply and monitor
for the medicinal marijuana industry. Our competition presently consists of the MITS system being used in the state of Colorado,
the BioTrackTHC system being used in the state of Washington, and MJ Freeway. Our primary plan is to be ready for the state of
Florida when medical marijuana passes on Nov. 4th, 2014. Certainly we will look to enter every burgeoning market including Florida.
Florida is set to be the 2nd largest Cannabis market in the United States behind California

SPIDer (Secure Perimeter Intrusion Detection
Network) is a system to meet the needs of theft and malicious attacks. While the economy is seeing improvement, theft, site destruction,
and malicious activity are still happening at an alarming rate and within the legal Cannabis/Hemp industry surging forward we can
expect no change particularly because of its specific draw. The SPIDer systems consist of 3 levels of detection to identify intruders
and threats in areas that are restricted.

The first level utilizes an electronically charged
coaxial cable woven into your chain link fencing. Excessive fence movement will set off an alarm through your network notification
system that someone is attempting to enter your facility. This is a very cost effective means to secure your site to meet security
requirements for your company. The second level consists of a visual intrusion monitoring system. It is a wireless, battery operated,
and connected through the cellular network. It provides 24/7 monitoring and notification through the internet and email system.
Once an intruder is identified an alarm is sent to the security team with a picture that allows







you to identify if this is an authorized or unauthorized
person. If it is an unauthorized person you can take the appropriate action.

The network system can quickly be deployed and moved
to provide security coverage as needed. The third level is a multi-level detection and verification system that uses both level
one and level two to rapidly identify a potential intruder and provide you information for a rapid decision. The combination of
the two systems provides the additional barriers for quick action. Sometimes seconds are critical in preventing serious damage
or theft at your site. The command center software provides intrusion notification to your network center and to individuals via
email. For level two and three you receive a picture that enables you to make a more informed and quicker decision concerning your
action.

The SPIDer solution addresses the potential threat
facing the entire Cannabis/Hemp industry. With this system you are able to arm your security team with information that enables
them to be proactive in addressing these costly activities. Compliance with state rules and regulations for the Cannabis/ Hemp
industry is going to be essential. Though there are many security companies on the market, few are adapting themselves to the Cannabis
industry.

SmartSense- offers wireless security
and smart sensor mesh network for precision agriculture, irrigation systems, and greenhouses for the hemp industry. Our Smart Agriculture
models allow monitoring multiple environmental parameters involving a wide range of applications with smart sensors such as Leaf
Wetness, Atmospheric Pressure, Solar Radiation, Air Temperature / Humidity, Soil Temperature / Moisture, Ultraviolet Radiation
and etc. The smart sensor information will be collected and sent via the cloud to the central office for analysis and procedural
modifications. FutureWorld is not aware of another competitor in the United States. FutureWorld, through, HempTech plans on marketing
the product to large and medium sized grow facilities as they will have the greatest need.

Smart.NRG- offers tools to analyze every aspect
of a cultivator’s energy usage. Being fully integrated with CaNNaLyTiXTM, one can visualize energy consumption in real-time
and track historical usage. The software’s predictive functionality also helps optimize energy use challenges proactively.
We believe a cultivator’s huge electric bills can be scaled back when the entire grow is looked at as a complete and fully
integrated operation.

SmartGROW- HempTech is developing their
own proprietary organic soils and nutrients that will be specifically marketed and made to bolster the Hemp/Cannabis community
for industrial hemp farms, to Cannabis grows of various sizes, and to home-based potted plant grows for personal use. As such,
every cultivator of marijuana needs the right kind of fertilizer and pesticides/herbicides to proper grow and achieve quality products.
But what is great about getting into soil is that hemp/cannabis is only one part of a huge agricultural market. The company will
sell its products to the entire farming community which is a great revenue source, but the additional focus to the cannabis market
will set us apart. The competition in the market for this focused marketing is extensive yet we feel there is substantial room
in the space for growth..

We will manufacture a complete line of innovative
sustainable and organic fertilizers, pesticides, fungicides, and soil amendments. The products we will use are currently used all
over the world, in all sorts of growing environments like organic and conventional farms, golf courses, nurseries, lawns, gardens,
and greenhouses, but we will be adding specific mixtures targeted to just the Cannabis/Hemp community. We have access to a modern
laboratory and manufacturing facility and will be able to develop special formulations for whatever unique growing situation someone
may have. In that way, the consumer can save money and pay only for the nutrients their plant needs. We intend on opening up a
new company for this purpose and joint venturing with an agricultural industry expert. Negotiations for the new company are currently
underway. FutureWorld will own the intellectual rites in conjunction with the JV.

CaNNaBoXTM- Much like a bank ATM,
the CaNNaBoXTM machine operates with the swipe of a card, which will verify identity, age and prescription information of
a medical marijuana patient before releasing measured packages of marijuana. The upside is you won't have to be waited on by an
assistant if you don't require consultation and the location is busy. The machine is capable of holding several hundred items in
multiple forms of marijuana. CaNNaBoXTM is a secure robotic device specifically designed for dispensing cannabis products
in secure prepackaged amounts, in complete accordance with state law requirements, in licensed dispensaries, and only to legal
buyers .

FutureWorld has teamed up with American Green to brand
the Zazzz Dispensary machine with the CaNNaBoXTM logo and distribute the product across the United States and beyond. Presently,
we are aware of the Zazzz machine presented by American Green, which is first to the market, MedBox Inc.’s machine, and a
vending machine product by Endexx Corp. The model for FutureWorld is to bring 1500 units to market within a couple years in accordance
with our JV goals alongside American Green and its Zazzz machine.

There will be a revenue sharing agreement with American
Green and FutureWorld for every placed CaNNaBoXTM machine via monthly leasing and transaction costs. We are currently putting
together the details of the JV with American Green and beginning the marketing and design phase of our product. Revenues are purely
a function of quantity at this point. A monthly leasing fee of approximately $150 dollars a month and a transaction cost somewhere
between $1.50 and $2.00 per. Competing brands are to look







for a large upfront expenditures from dispensaries
for the machines which we believe will make their sales model harder to actual achieve sales nationwide.

CaNNaBoXTM will be marketed exclusively through
our new dispensary division, DispenseTek. DispenseTek was created to market and sell dispensary related products and services including
but not limited to CaNNaBoXTM. It is important to understand, CaNNaBoXTM robotic dispensaries are secure delivery and
control systems for use in licensed cannabis dispensaries and not “vending machines”. Their specific design benefits
public safety, governance, dispensaries, and consumers.

CannaPKG, Inc. - FutureWorld is currently
in the process of finalizing its purchase of CannaPKG, Inc. CannaPKG is marketed on CannaPKG.com. Many of the products in the industry
from edibles, to oil cartridges, vaporizers to plant buds all need special packaging of which FutureWorld intends to play an integral
part. Smell proof bags, and jars along with an assortment of a great many other industry products will be available. Our biggest
competitor would be considered to be Cannaline.com. The site will utilize Search Engine Optimization and social media. In addition,
we will employ sales agents to visit retailers who may look to supply their stores with our products.

CaNNaBitTM- CaNNaBitTM offers
Bitcoin and Fiat currency exchange services; payment processing; on-line real-time currency trading; cash management, namely, facilitating
transfers of electronic cash equivalents; digital currency exchange transaction services for transferrable electronic cash equivalent
for dispensaries nationwide. Banking has been a big issue for the Cannabis dispensaries due to the current federal ban and classification
of Cannabis. Hence most banking groups would not risk fines and closure by the federal government providing banking services for
the growers and dispensaries in the Cannabis industry.



2.   Basis of Presentation, Business and
Summary of Significant Accounting Policies



Basis of Presentation



In the opinion of management, all adjustments consisting
of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the six month periods ended
June 30, 2014 and 2013; (b) the financial position at June 30, 2013; and (c) cash flows for the three month periods ended June
30, 2014 and 2013, have been made. Management believes that these estimates are reasonable and have been discussed with the Board
of Directors; however, actual results could differ from those estimates



The accompanying unaudited financial statements of the Company
have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial
information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. For further information regarding the Company's significant accounting policies, refer
to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.



Our financial statements may not be comparable to companies
that comply with public company effective dates. Due to our election not to opt out of the extended transition period that allows
us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies
until those standards apply to private companies. All Amounts referenced in these Financial Statements and this Report are in US
Dollars unless otherwise stated.



Nature of the Business, and History of the Company and
its Subsidiaries



The nature of the business and the history of the Company
and its subsidiaries are as follows:



Nature of the Business



FutureWorld Corp., a Delaware corporation, is a U.S. diversified
Hemp/Cannabis Company, listed on the Over the Counter exchange, which was originally formed to capitalize on the burgeoning markets
in renewable and alternative energy technologies, but has since changed direction and moved into the Hemp/Cannabis space. FutureWorld,
together with its subsidiaries, focuses on the identification, acquisition, development, and commercialization of Hemp/Cannabis
products, services and technologies globally.



FutureWorld is seeking to acquire minority or full interest
in currently operating companies and disruptive technologies in the Industrial Hemp/Medical and Recreational Cannabis Industry
globally; such as vaporizers, lab testing, tracking systems, security, CBD oil, testing kits, financial solutions, dispensaries
and other needed components. Our goal is to provide our acquired companies, current and future shareholders a clear strategy for
the growth of their companies and their investment in those companies.









2.  Summary of Significant Accounting Policies



Principles of Consolidation



The consolidated financial statements
include the accounts and operations of FutureWorld Corp., and its wholly owned subsidiaries, URVape, Inc., HempTech Corp., CB Scientific
and MedTest, Inc. All intercompany transactions have been eliminated in the consolidated financial.



Basis of Accounting



The Company maintains its financial records and financial
statements on the accrual basis of accounting, in conformity with generally accepted accounting principles in the United States
of America. The accrual basis of accounting provides for matching of revenues and expenses in the period they were earned and incurred.



Cash and Cash Equivalents



For purposes of reporting cash flows, the Company considers
all cash accounts that are not subject to withdrawal restrictions or designated for assets acquisitions, and certificates of deposit
that have an original maturity of three months or less when purchased, to be cash equivalents. The Company believes it is not exposed
to any significant credit risk on cash and cash equivalents.



Fair Value of Financial Instruments



The following methods and assumptions were used by the Company
in estimating its fair value disclosures for financial instruments:

| |   |                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Cash and Cash Equivalents, Accounts Receivable, Prepaid Expenses, Accounts Payable,  and  Accrued Expenses :                                                                                                         
| |   | The carrying amount reported in the balance sheets
        for these items approximates fair value because of the short maturity of these instruments.                                                               
| | • | Loans and Notes Payable to Related Parties:                                                                                                                                                                          
| |   | The carrying value of loans and notes payable to related parties approximates fair value as each of the notes payable carries an interest rate commensurate with commercial borrowing rates available to the Company.
| |   | As of June 30, 2014 and 2013, the fair values of the Company’s financial instruments approximate their historical carrying amount.                                                                                   



Property and Equipment



Property and equipment are recorded at historical cost.  Depreciation
is computed on the straight-line method over estimated useful lives of the respective assets, ranging from three to seven years.  The
carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation periods or the
unamortized balance is warranted.  Based upon the Company's most recent analysis, management believes that no impairment
of property and equipment exists at June 30, and March 31, 2014.



Capitalized Software Development
Costs



The Company capitalizes software development
costs, under which certain software development costs incurred subsequent to the establishment of technological feasibility have
been capitalized and are being amortized over the estimated lives of the related products. Capitalization of computer software
costs is discontinued when the computer software product is available to be sold, leased, or otherwise marketed.

Amortization begins when the product is available for release and sold to customers. Software development costs will be amortized
based on the estimated economic life of the product, anticipated to be 10 years.



Impairment of Long-Lived Assets



Periodically,
the Company assesses the recoverability of the Company’s intangible assets, consisting of theIntellectual
Property & licensing for CaNNaTRAK, SmartSense, CaNNaLyTiXand its trademark,
and record an impairment loss to the extent that the carrying amounts of the assets exceed its fair value.  Based upon
management's most recent analysis, the Company believes that no impairment of the Company’s tangible or intangible assets
exist at June 30, and March 31, 2014.









Revenue Recognition



The
Company is principally in the business of providing solutions to the cannabis industry that incorporates ourCaNNaTRAK,
SmartSense, and CaNNaLyTiXtechnologies. Contracts include multiple revenue
components, comprised of our software licensing, hardware platforms, installation, training and maintenance.  In accordance
with ASC 605-25 Multiple-Element Arrangements, revenue from licensing the software will be recognized upon installation and acceptance
of the software by customers.  When a software sales arrangement includes rights to customer support, the portion of
the license fee allocated to such support is recognized ratably over the term of the arrangement, normally one year.  Revenue
from professional services arrangements will be recognized in the month in which services are rendered over the term of the arrangement.

Revenue associated with software sales to distributors is recognized, net of discounts, when the Company has performed substantially
all its obligations under the arrangement.  Until such time as substantially all obligations under the arrangement are
met, software sales are recognized as deferred revenue.  Costs and expenses associated with deferred revenue are also
deferred.  When a software sales arrangements include a commitment to provide training and/or other services or materials,
the Company estimates and records the expected costs of these training and/or other services and/or materials.



Our revenue recognition policy is in
accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales
agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectability of revenue is reasonably
assured.



Intangible assets – Goodwill



The Company's goodwill associated with
its acquisitions is not amortized. Management reviews goodwill for impairment at least on an annual basis and at other times when
existing conditions raise substantial questions about their recoverability. An impairment charge is recognized in the period which
management determines that the assets are impaired. Recoverability is assessed based on the carrying amount of the asset and its
fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the
eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying
amount is not recoverable and exceeds fair value.



Foreign currency translation



The Company’s functional currency
and its reporting currency is the United States Dollar.



Cost of Goods Sold



The Company recognizes the direct cost
of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying income statement.



Cash and cash equivalents



The Company includes in cash and cash
equivalents all short-term, highly liquid investments that mature within three months of their acquisition date. Cash equivalents
consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions
and are stated at cost, which approximates fair value. For cash management purposes the company concentrates its cash holdings
in an account at Bank of America.



Inventory



Inventory consists of finished product,
URVape electronic vaporizing cigarettes valued at the lower of cost or market valuation under the first-in, first-out method of
costing.



Stock Based Compensation



The Companies estimates the fair value of share-based payment
awards to employees and directors on the date of grant using an option-pricing model. For stock-based awards issued to employees
and directors, stock-based compensation is attributed to expense using the straight-line single option method, which is consistent
with how the prior-period pro-forma were provided. Stock-based compensation expense recognized in the Statements of Operations
for the years ended March 31, 2013 and 2012 included compensation expense for share-based payment awards granted prior to, but
not yet vested based on the grant date fair value estimated and compensation expense for the share-based payment awards granted
subsequent to January 1, 2006 based on the grant date fair value estimated.









The Company’s determination of fair value of share-based
payment awards to employees and directors on the date of grant using the Black-Scholes model, which is affected by the Company’s
stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but
are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option
exercise behaviors.



Income Taxes



The Company records federal and state income tax liability
at the federal and state rates after allowances. Deferred income taxes are provided on the liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases.



Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



Tax benefit from an uncertain tax position may be recognized
in the financial statements when it is more likely than not that the position will be sustained upon examination, including resolutions
of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized and in subsequent periods.



The Company adopted a policy under which, if required to
be recognized in the future, they will classify interest related to the underpayment of income taxes as a component of interest
expense and will classify any related penalties in selling, engineering, general and administrating expenses in the statement of
operations.



Advertising Costs



Advertising costs are charged to operations as incurred.



Earnings (Loss) Per Share



Basic EPS is calculated by dividing earnings (loss) available
to common shareholders by the weighted average number of common shares outstanding during each period.  Diluted EPS is
similarly calculated, except that the denominator includes common shares that may be issued subject to existing rights with dilutive
potential, except when their inclusion would be anti-dilutive.



Based on an estimated current value of the Company’s
stock being equal to or less than the exercise price of the warrants, none of the shares assumed issued upon conversion of the
warrants, nor any of the stock assumed issued under the Company's Incentive Stock Plan are included in the computation of fully
diluted loss per share, since their inclusion would be anti-dilutive.





Impact of Recently Issued Accounting Pronouncements



We have reviewed accounting pronouncements and interpretations
thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending
standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial
management and certain standards are under consideration.



Other recent accounting pronouncements issued by the FASB,
the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed
by management to have a material impact on the Company's present or future financial statements.



3.  Going Concern



For the year ended June 30, 2014, the Company incurred a
net loss of $178,871 and a cumulative net loss since inception of $6,242,293.  As of June 30, 2014, the Company had a
working capital of $133,437 and $133,437 in cash with which to satisfy any future cash requirements.  These conditions
raise substantial doubt about the Company's ability to continue as a going concern.  The Company depends upon capital
derived from future financing activities such as loans from its officers and directors, subsequent offerings of its common stock
or debt financing in order to operate and grow the business either directly or through its subsidiary.  There can be
no assurance that the Company will be successful in raising such capital.  The key factors that are not in







the Company's control and that may have a direct bearing
on operating results.  These factors include, but are not limited to, acceptance of the Company’s business plan,
the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to grow
the business.  There may be other risks and circumstances that management may be unable to predict.





4.  Property and Equipment





Property and equipment as of June 30 and March 31, 2014 consists
of the following:



|                         |  | 2014 |   |  | 2013 |  
|------------------------ |  | ---- | - |  | ---- | -
|                         |  |      |   |  |      |  
|Computer equipment       |  | $    | - |  |      | $
|Furniture and fixtures   |  |      | - |  |      |  
|                         |  |      | - |  |      |  
|Accumulated depreciation |  |      | - |  |      |  
|Net                      |  | $    | - |  |      | $



5.   Stock Issuances



We issued 5,000,000 shares of our restricted Common stock
for the purchase of MedTest, Inc.



6.     Related Parties Transactions



None.



7.  Accrued Expenses



Accrued expenses at June 30 and March 31, 2014 were as follows:





|                        |  | 2014 |           |  | 2013 |  
|----------------------- |  | ---- | --------- |  | ---- | -
|Accrued salaries        |  | $    | 1,072,714 |  |      | $
|Payroll tax liabilities |  |      |           |  |      |  
|Accrued interest        |  |      | 64,935    |  |      |  
|Accrued penalties       |  |      |           |  |      |  
|                        |  | $    | 1,137,649 |  |      | $









8.   Related Parties Disclosures



Loan from Saeed (Sam) Talari



Mr.
Talari has advanced funds to the Company at various times. On April 1, 2010 the Company issued a promissory note with an initial
balance of $306,319 bearing interest at 5%. This note allows Mr. Talari to advance additional funds to the Company as needed. At
June 30, 2014 and 2013, the balance due to Mr. Talari on this Promissory Note is $223,844 and $299,118 respectively, and the accrued
interest thereon at June 30 and March 31, 2014 is $64,935 and $45,048
respectively.



9.Employment Agreements



Sam Talari









On
January 1, 2012, the Company entered into a three-year Employment Agreement with Mr. Talari, the Company’s Acting Chief Executive
Officer, and one of the Company's directors. The Agreement is automatically extended for additional one-year periods without further
action from the Company or the executive, unless notice of termination is given by either party within 90 days of the end of any
periods. The Agreement provides for (a) a base salary of $9,371 per month, with a 5% increase per annum and (b) all group insurance
plans and other benefit plans and programs made available to the Company’s management employees. The balance of accrued salaries
payable to Mr. Talari is $1,037,284 and $900,733 as of J June 30
and March 31, 2014 respectively.



Cameron Cox

On April 15, 2014, the Company entered into a three-year
Employment Agreement with Mr. Cox, the Company’s Acting Vice President of Business Development. The Agreement is automatically
extended for additional one-year periods without further action from the Company or the executive, unless notice of termination
is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $3,000 per month,
with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s
management employees.

Bill Short

On April 24, 2014, the Company entered into a three-year
Employment Agreement with Mr. Short, the Company’s Acting Chief Operations Officer. The Agreement is automatically extended
for additional one-year periods without further action from the Company or the executive, unless notice of termination is given
by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $3,000 per month, with
a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s
management employees.

Kevin Defant

On April 21 , 2014, the Company entered into a three-year
Employment Agreement with Mr. Defant, the Company’s Acting Tech Director. The Agreement is automatically extended for additional
one-year periods without further action from the Company or the executive, unless notice of termination is given by either party
within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $2,000 per month, with a 5% increase
per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s management
employees.

Derek Lebahn

On May 15, 2014, the Company entered into a three-year
Employment Agreement with Mr. Lebahn, the Company’s Acting President of the CB Scientific Division. The Agreement is automatically
extended for additional one-year periods without further action from the Company or the executive, unless notice of termination
is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $2,000 per month,
with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s
management employees.



Charles Steinberg

On May 15, 2014, the Company entered into a three-year
Employment Agreement with Mr. Steinberg, the Company’s Acting Vice President of the CB Scientific Division. The Agreement
is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice
of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary
of $2,000 per month, with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made
available to the Company’s management employees.

Joseph Kelly

On June 18, 2014, the Company entered into a three-year
Employment Agreement with Mr. Kelly, the Company’s Acting Product Development Executive for the CB Scientific Division. The
Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless
notice of termination is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base
salary of $850 per month, with a 5% increase per annum, and (b) all group







insurance plans and other benefit plans and programs
made available to the Company’s management employees.

Scott Zabrek

On June 18, 2014, the Company entered into a three-year
Employment Agreement with Mr. Zabrek, the Company’s Acting President of CannaPKG, Inc Division. The Agreement is automatically
extended for additional one-year periods without further action from the Company or the executive, unless notice of termination
is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $2,000 per month,
with a 5% increase per annum, and (b) all group insurance plans and other benefit plans and programs made available to the Company’s
management employees.



10. Commitments and contingencies



During the Company's initial stage, it has limited need for
use of office space or equipment.  The Company operates out of office space provided by the principals at no cost to
the Company in Saint Petersburg, Florida.







Item 2.   Management’s discussion
and analysis of financial condition and results of operations



Our significant accounting policies are more fully described
in Note 1 to the financial statements. However, certain accounting policies are particularly important to the portrayal of our
financial position and results of operations and require the application of significant judgment by our management; as a result
they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine
the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on knowledge of our
industry, historical operations, terms of existing contracts, and our observance of trends in the industry, information provided
by our customers and information available from other outside sources, as appropriate.





Our critical accounting policies include:



|● | Revenue Recognition.   We recognize
        revenue from licensing our software upon the installation and acceptance of the software by customers in accordance with Statement
        of Position 97-2, Software Revenue Recognition.  When a software sales arrangement includes rights to customer
        support, the portion of the license fee allocated to such support is recognized ratably over the term of the arrangement, normally
        one year.  Revenue from professional services arrangements will be recognized in the month in which services are rendered
        over the term of the arrangement.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Long-Lived Assets - We depreciate property and equipment and amortize intangible assets, including software development costs over the respective assets’ estimated useful life and periodically review the remaining useful lives of our assets to ascertain that our estimate is still valid. If we determine a useful life has materially changed, we either change the useful life or write the asset down or if we determine the asset has exhausted its useful life, we write the asset off completely.                                                                                                               



|● | Stock Based Compensation -  We account for stock based compensation under the provisions of Statement of Financial Accounting Standards No. 123, (revised 2004) Share-Based Payments.  Under the fair value recognition provisions of SFAS 123R, we recognize stock-based compensation expense net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award.  Calculating stock-based compensation expense requires the input of subjective assumptions, including the expected term of the option grant, stock price volatility, and the pre-vesting option forfeiture rate.  We estimate the expected life of options granted based on historical exercise patterns.  We estimate stock price volatility based on historical implied volatility in our stock.  In addition, we are required to estimate the expected volatility rate and only recognize expense for those shares expected to vest.  We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised or cancelled.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | Income Taxes - We record federal and state income tax liability in accordance with Statement of Financial Accounting Standards No. 109 – Accounting for Income Taxes .  Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











Recent Accounting Pronouncements



The Company reviews new accounting standards as issued. No
new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date
of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated
financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated
financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements
because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these
financial statements were issued.



Plan of Operations



As more fully described in “LIQUIDITY AND CAPITAL RESOURCES”,
we had $133,437 in cash at June 30, 2014, and 60,047 respectively, remaining on the lines of credit from Mr. Talari and FutureTech
Capital with which to satisfy our future cash requirements. Our management believes that the credit lines will support only limited
activities for the next twelve months. We are attempting to secure other sources of financing to develop our business plan, and
to implement our sales and marketing plan. We have no assurance we will be able to obtain additional funding to sustain even limited
operations beyond twelve months based on the available lines of credit with Mr. Talari and FutureTech. If we do not obtain additional
funding, we may need to cease operations until we do so and, in that event, may consider a sale of our technology. Our plan of
operations set forth below depends entirely upon obtaining additional funding.



We have had and have ongoing discussions, arrangements, understandings,
commitments or agreements for additional funding with prospective funding partners. We have funded our operations so far through
PIPE and debt instruments. We will consider equity funding, either or both of a private sale or a registered public offering of
our common stock; however, it seems unlikely that we can obtain an underwriter. We will consider a joint venture in which the joint
venture partner provides funding to the enterprise. We will consider debt financing, both unsecured and secured by a pledge of
our technology.



We are in the process of putting together a PPM to raise
$5,000,000 through Preferred stock offering. We expect the raise to begin third week of August 2014. We have received interest
so far on the PPM from prospective investors.



Liquidity and Capital Resources



For the quarter ended June 30, 2014, the Company incurred
a net loss of $100,778. As of June 30, 2014, the Company had a working capital of $133,437 and $0 in cash with which to satisfy
any future cash requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The Company depends upon capital derived from future financing activities such as loans from its officers and directors, subsequent
offerings of its common stock or debt financing in order to operate and grow the business either directly or through its subsidiary.
There can be no assurance that the Company will be successful in raising such capital. The key factors that are not in the Company's
control and that may have a direct bearing on operating results. These factors include, but are not limited to, acceptance of the
Company’s business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability
to hire key employees to grow the business. There may be other risks and circumstances that management may be unable to predict.
We had no other contractual obligation or material commercial commitments for capital expenditures.





Off-Balance Sheet Arrangements



We do not participate in transactions that generate relationships
with unconsolidated entities or financial partnerships, such as special purpose entities or variable interest entities, which have
been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk



We are a Smaller Reporting Company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and are not required to







provide the information under this item.



Item 4.  Controls and Procedures.



Not applicable.



Item 4(T).  Controls and Procedures



As of June 30, 2014 we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. This evaluation was
done under the supervision and with the participation of our management, including our President and Chief Financial Officer. Based
on this evaluation of our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15e), our President and Chief
Financial Officer have concluded that as of June 30, 2014 such disclosure controls and procedures were not effective.



|· | We do not have adequate personnel and other resources to assure that significant and complex transactions are timely analyzed and reviewed.                                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | We have limited personnel and financial resources available to plan, develop, and implement disclosure and procedure controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.
|· | Our limited financial resources restrict our employment adequate personnel needed and desirable to separate the various receiving, recording, reviewing and oversight functions for the exercise effective control over financial reporting.                                                                                                                                                                                              
|· | Our limited resources restrict our ability to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.                                                                                                                                                                                



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial
reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes
in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting
includes maintaining records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; provide reasonable
assurance that receipts and expenditures of company assets are made in accordance with management authorization; and provide reasonable
assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial
reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Pursuant to Rule 13a-15d of the Exchange Act, management conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control - Integrated Framework (1992) and Internal Control Over Financial
Reporting Guidance for Smaller Public Companies (2006), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of June
30, 2014.



This quarterly report does not include an attestation report
of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.







Changes in Controls and Procedures



There were no significant changes made in our internal controls
over financial reporting during the first quarter June 30, 2014 that have materially affected or are reasonably likely to materially
affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.



Limitations on the Effectiveness of Internal Control



Our management, including the President, does not expect
that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud
and material errors. An internal control system, no matter how well conceived







and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design
of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies and procedures
may deteriorate. Because of the inherent limitations in a cost-effective internal control system, financial reporting misstatements
due to error or fraud may occur and not be detected on a timely basis.

















































































PART II - OTHER INFORMATION



|Item 1 | Legal Proceedings.
|------ | ------------------



None



|Item 1A | Risk Factors.
|------- | -------------









There have been no material changes to the risk factors previously
disclosed in our Fiscal year Report on Form 10-K for the first quarter March 31, 2014 filed on July 14, 2014 with the Securities
and Exchange Commission.



|Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds.
|------ | ------------------------------------------------------------



We issued 5,000,000 shares of restricted Common stock, par
value $0.0001, to MedTest, Inc. for 100% of the company. MedTest



|Item 3 | Defaults Upon Senior Securities.
|------ | --------------------------------



Not applicable.



|Item 4 | Removed and Reserved.
|------ | ---------------------



Not applicable





|Item 5 | Other Information.
|------ | ------------------



We are in the process of spinning-off one of our subsidiary;
URVape Inc. We have chosen resources to file the appropriate filings with SEC shortly. Another subsidiary will be spun off shortly
after the completion of URVape Inc. we may bypass the S1 filing through reverse merger with another public company.



|Item 6 | Exhibits.
|------ | ---------





31.A	Principal Executive Officer's Certification Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

31.B	Principal Financial & Accounting Officer's Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.A	Principal Executive Officer’s Certification
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.B	Principal Financial & Accounting Officer’s
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002













































SIGNATURES

In accordance with the requirements
of the Exchange Act, the registrant cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                            | FutureWorld Corp. |                                                
|--------------------------- | ----------------- | -----------------------------------------------
|                            |                   |                                                
|Date:       August 20, 2014 | By:               | /s/ Sam Talari                                 
|                            |                   | Saeed (Sam) Talari, Principal Executive Officer











|                            |     |                                                             
|--------------------------- | --- | ------------------------------------------------------------
|                            |     |                                                             
|Date:       August 20, 2014 | By: | /s/ Sam Talari                                              
|                            |     | Saeed (Sam) Talari, Principal Financial & Accounting Officer