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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q AMENDED



(Mark One)



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



For the quarterly period ended June
30, 2015



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



For the transition period from __________ to
__________



COMMISSION FILE NUMBER: 000-53377



FUTURELAND, CORP.

(Exact Name of Registrant
as specified in its charter)



|Colorado                          | 47-2005805                          
|--------------------------------- | ------------------------------------
|(State or other jurisdiction      | (I.R.S. Employer Identification No.)
|of incorporation of organization) |                                     



|8400 East Crescent Pkwy., Ste 600 Greenwood Village  CO 80111
|-------------------------------------------------------------
|(Address of principal executive offices)                     



(720) 370-3554

(Registrant's telephone
number, including area code)

|
|
|
|



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No x



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



Indicate by check mark whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes x No o









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



|Large accelerated filer o                                             | Accelerated filer o        
|--------------------------------------------------------------------- | ---------------------------
|                                                                      |                            
|Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x



State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business
day of the registrant's most recently completed fiscal quarter. $4,392,630 on December 21, 2015.



The number of shares of the registrant's Common Stock issued
and outstanding was 32,697,930 shares as of January 19, 2016.

















































































FUTURELAND, CORP. AND SUBSIDIARIES

FORM 10-Q

June 30, 2015



TABLE OF CONTENTS





|                                |                                                                                                                            | Page No.
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | --------
|PART I. - FINANCIAL INFORMATION
|Item 1.                         | Financial Statements.                                                                                                      | 4       
|                                | Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and
        December 31, 2014                                  | 4       
|                                | Consolidated Statements of Operations for the Three Months and Six
        Months Ended June 30, 2015 and 2014 (Unaudited) | 5       
|                                | Consolidated Statements of Cash Flows for the Six Months Ended June
        30, 2015 and 2014 (Unaudited)                  | 6       
|                                | Notes to Unaudited Consolidated Financial Statements.                                                                      | 7-13    
|                                |                                                                                                                            |         
|Item 2.                         | Management's Discussion and Analysis of Financial Condition and
        Results of Operations.                             | 14      
|Item 3                          | Quantitative and Qualitative Disclosures About Market Risk.                                                                | 17      
|Item 4                          | Controls and Procedures.                                                                                                   | 17      
|PART II - OTHER INFORMATION    
|Item 1.                         | Legal Proceedings.                                                                                                         | 18      
|Item 1A.                        | Risk Factors.                                                                                                              | 18      
|Item 2.                         | Unregistered Sales of Equity Securities and Use of Proceeds.                                                               | 19      
|Item 3.                         | Defaults Upon Senior Securities.                                                                                           | 19      
|Item 4.                         | Mine Safety Disclosures.                                                                                                   | 19      
|Item 5.                         | Other Information.                                                                                                         | 19      
|Item 6.                         | Exhibits.                                                                                                                  | 20      





























































FORWARD LOOKING STATEMENTS



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



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



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



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



























































Item 1. Financial Statements 	PART I FINANCIAL INFORMATION



|                                                           |  |             |         |              |   |        
|---------------------------------------------------------- |  | ----------- | ------- | ------------ | - | -------
|FUTURELAND CORP AND SUBSIDIARIES                          
|Consolidated Balance Sheets                               
|                                                           |  |             |         |             
|                                                           |  | June 30,    |         | December 31,
|                                                           |  | 2015        |         | 2014        
|                                                           |  | (Unaudited) |         |             
|Assets                                                     |  |             |         |             
|Current Assets:                                            |  |             |         |             
|Cash                                                       |  | $           |         |              | $ |        
|Accounts Receivable                                        |  |             | 0       |              |   | 0      
|                                                           |  |             |         |              |   |        
|Total Current Assets                                       |  |             | 0       |              |   | 0      
|                                                           |  |             |         |              |   |        
|Fixed Assets                                               |  |             |         |              |   |        
|Land                                                       |  | $           | 60,251  |              | $ | 0      
|Construction in Process                                    |  |             | 4,543   |              |   | 0      
|                                                           |  |             |         |              |   |        
|Total Current Assets                                       |  |             | 64,794  |              |   | 0      
|                                                           |  |             |         |              |   |        
|Total Assets                                               |  | $           | 64,794  |              | $ | 0      
|                                                           |  |             |         |              |   |        
|Liabilities and Stockholders' Deficit                      |  |             |         |              |   |        
|Current Liabilities: (note 1)                              |  |             |         |              |   |        
|Accounts payable                                           |  | $           | 37,831  |              | $ | 86,633 
|Accrued expenses                                           |  |             | 21,500  |              |   | 27,288 
|Short-term loans - related parties                         |  |             | 105,368 |              |   | 76,807 
|Convertible debenture payable, net of premium and discount |  |             | 82,784  |              |   | 191,273
|Accrued interest                                           |  |             |         |              |   | 27,454 
|Line of credit - related party                             |  |             |         |              |   | 250,000
|Derivative liability                                       |  |             |         |              |   | 10,912 
|Accrued interest - related party                           |  |             |         |              |   | 126,852
|                                                           |  |             |         |              |   |        
|Total Current Liabilities                                  |  |             | 247,483 |              |   | 797,219



|                                                                                                                                                                                               |  |   |             |  |   |           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- |  | - | ----------
|Stockholders' Equity (Deficit):                                                                                                                                                                |  |   |             |  |   |           
|Preferred stock, No par value; 100,000,000 shares authorized;                                                                                                                                  |  |   |             |  |   |           
|Series A convertible preferred Stock, no par value; 200,000 shares authorized, no shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively                           |  |   |             |  |   |           
|Series B convertible preferred Stock, no par value; 20,000 shares authorized, 3,000 and 1,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively               |  |   | 6,450       |  |   | 2,150     
|Common stock, no par value; 1,000,000,000 shares authorized, 28,144,918 and 298,971 shares issued ( post-split adjusted ) and outstanding at June 30, 2015 and December 31, 2014, respectively |  |   | 1,015,631   |  |   | 1,012,846 
|Additional paid-in capital                                                                                                                                                                     |  |   | 1,437,007   |  |   | 764,934   
|Accumulated deficit                                                                                                                                                                            |  |   | (2,641,777) |  |   | (2577,149)
|                                                                                                                                                                                               |  |   |             |  |   |           
|Total Stockholders' Deficit                                                                                                                                                                    |  |   | (182,689)   |  |   | (797,219) 
|                                                                                                                                                                                               |  |   |             |  |   |           
|Total Liabilities and Stockholders' Deficit                                                                                                                                                    |  | $ | 64,794      |  | $ | 0         
|                                                                                                                                                                                               |  |   |             |  |   |           
|See accompanying notes to the unaudited consolidated financial statements.                                                                                                                    
|                                                                                                                                                                                               |  |   |             |  |   |           















































|                                                                      
|----------------------------------------------------------------------
|Consolidated Statements of Operations                                 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Revenue                                                               
|Operating Expenses:                                                   
|General and administrative                                            
|Professional fees                                                     
|Research and development expenses                                     
|Total Operating Expenses                                              
|                                                                      
|Loss from Operations                                                  
|Other Income (Expenses):                                              
|Gains on settlement of liabilities                                    
|Interest expense                                                      
|Interest amortization of debt discount                                
|                                                                      
|Total Other Expenses                                                  
|                                                                      
|Net Loss                                                              
|                                                                      
|Net Loss Per Common Share:                                            
|                                                                      
|Basic                                                                 
|                                                                      
|Weighted Average Number Of Common Shares Outstanding:                 
|Basic                                                                 
|                                                                      
|                                                                      
|See accompanying notes to unaudited consolidated financial statements.

















|                                                                            | FUTURELAND CORP AND SUBSIDIARIES     
|--------------------------------------------------------------------------- | -------------------------------------
|                                                                            | Consolidated Statements of Cash Flows
|                                                                            |                                      
|                                                                            |                                      
|                                                                            |                                      
|                                                                            |                                      
|                                                                            |                                      
|                                                                            |                                      
|Cash Flows from Operating Activities:                                       |                                      
|Net loss                                                                    |                                      
|Adjustments to reconcile net loss to net cash used in operating activities: |                                      
|Common stock issued for services                                            |                                      
|Contributed rent and services                                               |                                      
|Interest from stock- settled debt                                           |                                      
|Amortization-beneficial conversion                                          |                                      
|Changes in operating assets and liabilities:                                |                                      
|Accounts payable                                                            |                                      
|Accrued expenses                                                            |                                      
|Accrued interest-line of credit                                             |                                      
|Accrued interest-Related Party                                              |                                      
|                                                                            |                                      
|Net Cash Used in Operating Activities                                       |                                      
|Cash Flows from Investing Activities:                                       |                                      
|Purchase of Land                                                            |                                      
|Refund of vacant land deposit                                               |                                      
|Net Cash Provided by Investing Activities                                   |                                      
|                                                                            |                                      
|Cash Flows from Financing Activities:                                       |                                      
|Proceed from convertible debentures                                         |                                      
|Proceed-short-term loans-related party                                      |                                      
|Repay short-term loans - related party                                      |                                      
|                                                                            |                                      
|Net Cash Provided by (Used In) Financing Activities                         |                                      
|                                                                            |                                      
|                                                                            |                                      



|                                                       |                                                                            |  |   | 0 |  |   | (8,276)
|------------------------------------------------------ | -------------------------------------------------------------------------- |  | - | - |  | - | -------
|Cash, beginning of period                              |                                                                            |  |   | 0 |  |   | 8,476  
|                                                       |                                                                            |  |   |   |  |   |        
|Cash, end of period                                    |                                                                            |  | $ | 0 |  | $ | 200    
|Cash Paid for:                                         |                                                                            |  |   |   |  |   |        
|Interest                                               |                                                                            |  | $ | 0 |  | $ | -      
|Income taxes                                           |                                                                            |  | $ | 0 |  | $ | -      
|Common stock issued for convertible debt               |                                                                            |  | $ | 0 |  | $ | 17,400 
|Put premium reclassified to additional paid-in capital |                                                                            |  | $ | 0 |  | $ | 17,452 
|Transfer of line of credit to equity                   |                                                                            |  | $ | 0 |  | $ | -      
|                                                       |                                                                            |  |   |   |  |   |        
|                                                       | See accompanying notes to the unaudited consolidated financial statements.
|                                                       |                                                                            |  |   |   |  |   |        















































































FUTURELAND, CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015





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



Nature of Operations



The Acquisition and Related Transactions

On
March 10, 2015, an Exchange Agreement was entered (the "Agreement"), by and among certain shareholders and debt holders
of the Company, representing the majority of the outstanding shares of the Company ("the AEGA Holders"), and FutureWorld,
Corp. (hereafter referred to as "FWDG"), a Delaware Corporation which is the owner of the wholly owned subsidiary, FutureLand
Properties, LLC, (hereafter referred to as "FLP"), a Colorado Limited Liability Corporation. The Exchange Agreement called
for transfer of all rights and assets of FLP owned by FWDG into AEGA and certain “additional actions” for the agreement
to become fully effective. FWDG transferred all rights, title and ownership of FLP to the Company, including all member units,
assets, intellectual property, contracts, leases, and real property which includes 240 acres in La Vita, Colorado at
the signing of the Exchange Agreement on March 10, 2015. Additional “actions” were necessary for the closing of the
Exchange Agreement, including payment of certain vendor payments, the cancellation of the Preferred Series B shares, and the issuance
of the subsequent 1,820,000 common shares to the AEGA Holders. The additional “actions” were completed on June 1, 2015,
and the Exchange Agreement signed on March 10, 2015, effectively became fully effective and closed on June 9th, 2015.

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

On May 6th,
2015, In connection with the Exchange Agreement signed on March 10, 2015 and the transfer of all FLP assets owned by FWDG into
AEGA on the signing of the Exchange Agreement on March 10, 2015, we issued to FutureWorld Corp and or its assignee an 17,845,280
(post reverse division) shares of common and the related company of Talari Industries for 10,000,000 shares of common shares. FWDG
and the AEGA Holders entered into the purchase and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their
shareholdings in the Company in exchange for certain actions, including AEGEA Holders resignation as directors and officers of
the Company and the simultaneous appointment of two directors as designated by FLP. In return for the AEGEA Holders shares of the
Company, in combination with certain debt forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an
amount of shares to be equal to 4.9% of the outstanding shares of the Company calculated after the reverse stock split which became
effective on May 1, 2015. Such shares as held by the AEGA Holders which are surrendered in return for the new exchange shares to
be issued, shall be cancelled. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA Holders
shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding shares
of the







Company, issuable within
ten days of the end of each fiscal quarter following such initial issuance. Pursuant to the Agreement, all assets of the Company,
including all intellectual property, contractual rights, business plans, architectural works, property rights, and other valuable
matters, shall be sold to the AEGA Holders, into a new private entity formed at their direction, control and benefit, in settlement
for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities will be assumed by the new private entity.

As of August 31, 2015,
the Company has not issued the 4.9% of the outstanding shares of the Company calculated after the reverse stock split to the AEGA
Holders. The non-issuance was by the request of the AEGA Holders.

In May 1, 2015, we changed
our name to FutureLand, Corp. and effected a 1 for 400 reverse stock split of our common stock. All share and per share data in
this report have been retroactively restated to reflect the reverse stock split.

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

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



The following table takes into account
the debt assumption by the surviving company, FutureLand Corp, post-merger;



|                           | SEC        |  | Assumption  |  | Debt       
|-------------------------- | ---------- |  | ----------- |  | -----------
|                           | Filing     |  | of debt by  |  | retained by
|                           | 10K        |  | Surviving   |  | Aegea      
|                           | 12/31/2014 |  | Corporation |  | Private    
|Accounts Payable           | 86,633     |  | 35,425      |  | 51,208     
|Accrued expenses           | 27,288     |  | 0           |  | 27,288     
|STL - Related Party        | 76,807     |  | 0           |  | 76,807     
|Convertible Deb Notes      | 191,273    |  | 82,784      |  | 108,489    
|Accrued interest           | 27,454     |  | 0           |  | 27,454     
|Line of Credit-Rel Party   | 250,000    |  | 0           |  | 250,000    
|Derivative Liability       | 10,912     |  | 0           |  | 10,912     
|Accrued Interest-Rel Party | 126,852    |  | 0           |  | 126,852    
|                           | 797,219    |  | 118,209     |  | 679,010    
|                           |            |  |             |  |            

















The following table shows the equity roll
forward post-merger;



|FutureLand Corp.                               
|-----------------------------------------------
|Consolidated Statement of Stockholder's Deficit
|June 30, 2015                                  
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Balance at December 31, 2014                   
|Restated                                       
|FutureLand 2014 net loss fwd                   
|Preferred Stock issued for Equity              
|Common stock issued for Equity                 
|Auctus Fund                                    
|Net Loss                                       
|                                               
|Balance at June 30, 2015                       
|                                               





|FUTURELAND CORP                             
|--------------------------------------------
|Detailed Common Share Transactions          
|June 30, 2015                               
|                                            
|                                            
|                                            
|Balance at December 31, 2014                
|Effect of 1:400 reverse split May 01, 2015  
|As restated, December 31, 2014              
|Effect of reverse acquisition on 05-01-2015:
|Shares issued to FutureWorld                
|Shares issued to Talari Industries          



|                           |            |  |           |  |           | 
|-------------------------- | ---------- |  | --------- |  | --------- | 
|AEGEA assumed liabilities: | 27,845,280 |  | 2,785     |  | 671,925   | 
|Auctus Fund                | 667        |  | 0         |  | 148       | 
|                           |            |  |           |  |           | 
|Balance at June 30, 2015   | 28,144,918 |  | 1,015,631 |  | 1,437,007 | 
|                           |            |  |           |  |           | 











FutureLand Business



FutureLand Properties LLC. was
originally formed as a wholly-owned subsidiary of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution
Agreement with FutureLand, a wholly-owned subsidiary of the Company. In accordance with this agreement, FutureLand, in return for
contribution of intellectual property, cash, and web development services by the Company, has exchanged 40,000,000 shares of its
common stock representing 100% of the shares outstanding. On March, 10th, FutureLand Properties LLC did a merger agreement
with Aegea Inc. (FutureLand Corp), ensuing FutureLand Properties LLC to become Aegea Inc.
(FutureLand Corp) wholly owned subsidiary. The agreement resulted in the FutureLand Properties LLC’s shareholders (FutureWorld
Corp) to be issued 27,845,280 shares of Aegea Inc. (FutureLand Corp). This will result in FutureLand Corp’s shares being
held for investment on FutureWorld’s balance sheet.

FutureLand Corp. operates its presented business through its
subsidiary, FutureLand Properties, is an agricultural land lease company catering to the industrial hemp, legal medical marijuana
and recreational cannabis market. Future Land was started to capitalize upon the distinct separation of the cultivation grows from
the dispensaries, specifically with respect to Colorado. In the State of Colorado, which has become the quintessential poster-child
for what the industry may look like for the rest of America, at least temporarily, as other states determine what exact direction
they will choose to go, there are residency laws that must be adhered to. For instance, in order to get a license to grow or profit
from cannabis in Colorado you must be a 2 year resident. The laws are very specific; anyone who is not a 2 year resident cannot
profit from the sale of the cannabis flower or infused products. Because of this mandate, Future Land Corp must be a land owner
and leaser in order to effectively participate in the cannabis grow industry, which we believe is essential in order to gain a
competitive advantage. We also must own the structures on the land to control the lease and our future position in the industry.



The business model is simple; offer growers the opportunity
to grow. We have the land and then we find a growers requiring assist in funding and obtaining their license and grow facility.
Next, we arrange for additional operational items needed, including but not limited to, complete build-outs provided from our associated
company, HempTech Corp, in order to capture additional revenue.



Recapitalizations and reverse stock
split



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



Principles of Consolidation



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









Basis for Presentation for Interim Financial
Statements



These unaudited consolidated interim financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (”SEC”) for interim financial
information. Accordingly, they do not include all of the information and footnotes required by "GAAP” for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for
a fair presentation have been included. The accounting policies and procedures used in the preparation of these unaudited consolidated
financial statements have been derived from the audited consolidated financial statements of the Company for the period December
31, 2014. The consolidated balance sheet as of June 30, 2015 was also derived from those audited consolidated financial statements.
The results of operations for the three months ended June 30, 2015 are not necessarily indicative of the results to be expected
for the year. The Company retroactively applied its name change and recapitalization per the share exchange agreement for all periods
presented in the accompanying unaudited consolidated financial statements.



Stock-Based Compensation



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



Fair Value for Financial Assets and Financial
Liabilities



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



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



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



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







Embedded Conversion Features









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



Derivative Financial Instruments



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



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



Beneficial Conversion Feature



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



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



Recent Accounting Pronouncements



In June 2014, the FASB issued ASU 2014-10,
Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction
of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information
on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively
for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early
adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014,
thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued,
but not yet effective, accounting pronouncements up to ASU 2015-10, and does not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the results of its operations.







Income Taxes



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













Accounts Receivable



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



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



Deferred Revenue



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



Net Earnings (Loss) per Share



The Company computes net earnings (loss)
per share in accordance with ASC 260-10, “Earnings per Share.” ASC 260-10 requires presentation of both basic and diluted
earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential common
shares if their effect is anti-dilutive. At December 31, 2014, we excluded 1,000 shares of Series B Preferred Stock convertible
into 1,000 shares of common stock.



Going Concern



As reflected in the accompanying unaudited consolidated financial
statements, the Company had a net loss of $63,699 and net cash used in operations of $45,239 for the six months ended June 30,
2015 and a stockholders’ deficit accumulated of $2,641,777 respectively, at June 30, 2015. These matters raise substantial
doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate revenues.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.



NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Cash and Cash Equivalents



Cash and cash equivalents include highly
liquid investments with maturities of three months or less at the time of purchase.









Use of Estimates



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



Fair Value Measurements and Fair Value
of Financial Instruments



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



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



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



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



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



Stock-based Compensation



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



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















Derivative Liability



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



Research and Development



In accordance with ASC 730-10, expenditures
for research and development are expenses when incurred and are included in operating expenses. The Company recognized research
and development costs of $0 for the six months ended June 30, 2015.



Recent Accounting Pronouncements



Accounting standards which were not effective
until after December 31, 2014 are not expected to have a material impact on the Company’s consolidated financial position
or results of operations.



NOTE 3: CONCENTRATIONS



Concentrations of Credit Risk



The Company maintains accounts with financial
institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation
(FDIC). At times, cash balances in money market accounts may exceed the maximum coverage provided by the FDIC on insured depositor
accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions.
There were no cash deposits in excess of FDIC insurance at June 30, 2015.



NOTE 4: STOCKHOLDERS' DEFICIT



Preferred Stock



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















Description of Series A Convertible Preferred
Stock



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



| | · | the stated value of each share is $500,
| | - | ---------------------------------------

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

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

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

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

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



Description of Series B Convertible Preferred
Stock



The 2,000 shares of Series B Convertible
Preferred Stock have the following the designations, rights and preferences:



| | · | The Company is not permitted to pay or declare dividends or other distributions to the holders
of the Series B Preferred Stock, whether in liquidation or otherwise,
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | · | each share is convertible into one share of our common stock.
| | - | -------------------------------------------------------------



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



Common Stock



Of the authorized common stock, 28,144,918 shares are outstanding
as of immediately after the closing of the Acquisition and after giving effect to the shares to be issued to the former FutureLand
shareholders as a result of the Acquisition. The holders of our common stock are entitled to receive dividends from our funds legally
available therefor only when, as and if declared by our Board, and are entitled to share ratably in all of our assets available
for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs. Holders of our
common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled
to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by
written consent pursuant to Colorado corporate law. The holders of our common stock do not have cumulative voting rights, which
means that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our common
stock currently issued and outstanding are fully-paid and non-assessable. No dividends have been paid to holders of our common
stock since our incorporation, and no cash dividends are anticipated to be declared or paid in the reasonably foreseeable future.



Pursuant to the Acquisition Agreement, upon consummation of
the Acquisition, AEGEA assumed all of







FutureLand's options and warrants issued and outstanding immediately
prior to the Acquisition. Prior to and as a condition to the closing of the Acquisition, each then-current AEGEA stockholder agreed
to surrender certain shares of common stock held by such holder to AEGEA and the then-current AEGEA stockholders will retain or
be issued additional shares to be an aggregate of 4.9% of common stock. Therefore, following the Acquisition, FWDG designated holders
now hold 27,845,280 shares of AEGEA common stock which is approximately 98.93% of the Company Common Stock outstanding. The percentage
ownership by FWDG designated holders will drop to around 94% of common shares after the issuance of the 4.9% new issuance of common
shares to the AEGEA stockholders. As of July 22, 2015, 4.9% new issuance of common shares has not been issued to AEGEA stockholders.



NOTE 5: SUBSEQUENT EVENTS



In connection with a convertible note dated
August 13, 2014 in the amount of $58,000, on May 29, 2015 the Company received a notice of default from the Lender. In connection
with the notice of default, the Company failed to file its annual report on Form 10-K by the due date (the "10-K Default")
and the Company failed to pay its required installment payment due on April 13, 2015 (the "Payment Default") and has
not paid all remaining outstanding principal and interest balances due prior to May 13, 2015 (the "Maturity Default").
Pursuant to the default terms in the agreement, the Lender has elected to increase the outstanding balance by applying the Default
Effect (the "Default Effect") and accelerate the outstanding balance. The Default Effect for Major Defaults is equal
to the outstanding balance multiplied by 115%. The 10-K Default is a Major Default and the Default Effect is equal to $7,585 ($50,565
x 15%). The Payment Default is a Major Default and the Default Effect is equal to $8,791 ($58,609 x 15%). The Maturity Default
is a Major Default and the Default Effect is equal to $10,296 ($68,641 x 15%). The debt agreement also provides that the Default
Effect may be applied for up to three Major Defaults and three Minor Defaults. The Lender hereby demanded that the outstanding
balance of principal, interest and Default Effect aggregating $82,784 be paid to Lender no later than June 3, 2015.



As of August 19, 2015, the Company and
the lender has agreed on a payment process including cash and limited number of stock. The Company agreed to pay the lender 16,000
shares of FL common stock and $12K per month for

4 month. The Company has already issued
the stock and has made the first payment of $12k.



CHANGES IN COMMON STOCK



Number of common shares issued on 06/30/2015
is 28,144,918. We report 32,697,930 shares outstanding as of January 19, 2016. The difference is 4,553,012. Those shares are issued
as follows:

08/05/2015 George Investments	16,000
(see previous paragraph)

10/09/2015 AEGEA Entertainment	1,470,000
(per agreement)

10/09/2015 AEGEA Share Holders	-202,988
(cancellation of shares per agreement)

10/22/2015 Cameron Cox, CEO	2,970,000
(per employment contract/Bonus/stock compensation

01/12/2016 Saeed Talari	 300,000  ( Officer wages –
Sam Talari )



Our History



FutureLand, CORP. (formerly known as AEGEA, Inc.) ("we",
"us", the "Company") was incorporated in Colorado on November 29, 2007 under the name Forever Valuable Collectibles,
Inc. We changed our name effective July 1, 2014 in connection with our July 22, 2014 acquisition of AEGEA, LLC which is in the
planning stages of developing an international community and mega-resort destination in the heart of South Florida called AEGEA.
Prior to the acquisition of AEGEA, LLC, we were been engaged in the business of buying and reselling commemorative professional
and college sports memorabilia.



On March 10, 2015, an Exchange Agreement was entered (the "Agreement"),
by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company
("the AEGA







Holders"), and FutureWorld, Corp. (hereafter referred to
as "FWDG"), a Delaware Corporation which is the owner of the wholly owned subsidiary, FutureLand Properties, LLC, (hereafter
referred to as "FLP"), a Colorado Limited Liability Corporation. Additionally, on June 1, 2015, FWDG, as sole member
of FLP resolved that effective with the Exchange Agreement dated March 10, 2015, FWDG sold all rights, title and ownership of FLP
to the Company, including all member units, assets, intellectual property, contracts, leases, and real property which includes
200 acres in La Vita, Colorado.



In connection with the Exchange Agreement, the Company issued
an aggregate of 27,845,280 shares of its common stock to FWDG and or its assignee. FWDG and the AEGA Holders entered into the purchase
and exchange agreement where the AEGA Holders agreed to deliver to FutureWorld their shareholdings in the Company in exchange for
certain actions, including AEGEA Holders resignation as directors and officers of the Company and the simultaneous appointment
of two directors as designated by FLP. In return for the AEGEA Holders shares of the Company, in combination with certain debt
forgiveness totaling $100,000 by the AEGEA Holders, the AEGA Holders shall receive, an amount of shares to be equal to 4.9% of
the outstanding shares of the Company calculated after the reverse stock split which became effective on May 1, 2015. Such shares
as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such
exchange and returned to treasury. Such exchange shares when issued shall contain certain anti-dilutive rights whereby the AEGEA
Holders shall receive additional shares for a period of one year from the date of issuance in order to retain 4.9% of the outstanding
shares of the Company, issuable within ten days of the end of each fiscal quarter following such initial issuance. Pursuant to
the Agreement, all assets of the Company, including all intellectual property, contractual rights, business plans, architectural
works, property rights, and other valuable matters, shall be sold to the AEGA Holders, into a new private entity formed at their
direction, control and benefit, in settlement for another $100,000 in debt due to AEGEA Holders by the Company and certain liabilities
will be assumed by the new private entity.



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



As of the date of this report, certain required actions have
been taken by the parties such as change in management and the issuance of 27,845,280 common shares as discussed above and such
Exchange Agreement is binding on the parties with closing subject to the completion of remaining actions. Upon closing and the
contemplated cancellation of all outstanding shares of Series B convertible preferred stock, this transaction is expected to be
accounted for as a reverse recapitalization of FLP with the business of FLP being the continuing business since the member of FLP
will have voting and management control of the combined entity.



FutureLand’s Business



FutureLand Corp. was originally formed as a wholly-owned subsidiary
of FutureWorld Corp. On October 6, 2014 FutureWorld entered into a Contribution Agreement with FutureLand Corp., a wholly-owned
subsidiary of the Company. In accordance with this agreement, FutureLand Corp., in return for contribution of intellectual property,
cash, and web development services by the Company, has exchanged 40,000,000 shares of its common stock representing 100% of the
shares outstanding. This will result in FutureLand Corp. shares being held for investment on FutureWorld’s balance sheet.



FutureLand Corp. operates its presented business through its subsidiary,
FutureLand Holdings, is an agricultural company catering to the industrial hemp, legal medical marijuana and recreational cannabis
market. Future Land was started to capitalize upon the distinct separation of the cultivation grows from the dispensaries, specifically
with respect to Colorado. In the State of Colorado, which has become the quintessential poster-child for what the industry may
look like for the rest of America, at least temporarily, as other states determine what exact direction they will choose to go,
there are residency laws that must be adhered to. For instance, in order to get a license to grow or profit from cannabis in Colorado
you must be a 2 year resident. The laws are very specific; anyone who is not a 2 year resident cannot profit from the sale of the
cannabis flower or infused products. Because of this mandate, Future Land Corp must be a land owner and leaser in order to effectively
participate in the cannabis grow industry, which







we believe is essential in order to gain a competitive advantage.
We also must own the structures on the land to control the lease and our future position in the industry.



The business model is simple; offer growers the opportunity to grow.
We have the land and then we find a growers requiring assist in funding and obtaining their license and grow facility. Next, we
arrange for additional operational items needed, including but not limited to, complete build-outs provided from our associated
company, HempTech Corp, in order to capture additional revenue.



Solving the Problem of Land to Grow Cannabis



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

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

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



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



On, October 30th, 2014 Future Land closed on 239.96 Acres in La
Vita, Colorado in Huerfano County for $60,000. The property has increased in value ten times since then. At such time, FLH went
into overdrive to secure a cannabis grower to execute their business plan of leasing the land, the structures, the technologies
and provide maintenance contracts associated with the grow. Integral to our strategy was to provide the financing for the entire
grow operation so as to establish a position by which to harness a competitive advantage in striking the right kind of lease in
conjunction with Colorado State laws that would allow FLH to make above average returns.

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

▪	Medical and Recreational

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



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



Overview of FLH’s Land Lease Terms



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

▪	Funding for licenses (lend money for the license)

▪	Application assistance



Included in Lessees Monthly Rent:



▪	Road Infrastructure to Grow house

▪	Building the Grow Houses (FLH will own buildings)

▪	Equipment

▪	Access to water (will buy from FLH)

▪	Technology – through Hemp Tech Corp.

▪	Security

▪	Lighting

▪	Hydroponic Systems – without soil growing

▪	Office

▪	Drying Room







▪	Hoop Houses – temporary

▪	Water tanks

▪	Propane tanks

▪	Generator

Additional costs to Lessee (Not included in Monthly Rent)

▪	Staffing & Master Grower

▪	Seeds

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

▪	Electricity

▪	Buying water from FLH

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

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



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

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

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



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



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



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

Land Lease and Grow Competitors



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

Grow Licensing

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

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

Production Level Analysis

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

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

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

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

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



Assessment Act which disallows (amongst other items) items that
are not directly attributable to the growth of the product. Therefore, in general, items such as excise duty, rent, advertising,
depreciation, legal fees, wages, utilities, and security services that form part of the General and Administrative Expenses of
the corporation, on a Federal level, are not allowed as a deduction from income. Legal actions are currently in play to repeal
this section of the act







in relation to Legalized Marijuana operations. Should such actions
be successful it would have the effect of reducing the Federal Income Tax Expense by the following:

▪	3,600 Plants $ 307,926

▪	3,200 Plants $ 274,198

▪	2,800 Plants $ 240,471

▪	2,400 Plants $ 206,744

▪	2,000 Plants $ 173,022



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

Security of the Land and its Products

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



The SPIDer Intrusion Detection network is a multifaceted product
family which provides near real-time detection of intruders for either a remote inside facility or large open air agricultural
facilities. This technology is derived from the Infrax SPIDer Intrusion detection networks designed for electrical substations
and remote facilities in the electric energy business. Product examples include but not limited to; active fence systems, HD infrared
and color camera networked via radio systems, motion detectors, microwave security systems and intelligent LED lighting systems.
Infrax Systems Inc. will design specific packages to support applications ranging from small indoor facilities to large outdoor
agriculture facilities covering hundreds of acres. The SPIDer systems consist of 3 levels of detection to identify intruders and
threats in areas that are restricted.



The first level utilizes an electronically charged coaxial cable,
FlexPS, woven into your chain link fencing. Excessive fence movement will set off an alarm through your network notification system
that someone is attempting to enter your facility. This is a very cost effective means to secure your site to meet security requirements
for your company. A Microwave Protection system, MPS* product is also available to protect gates and open fields where appropriate
fencing is unavailable.



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



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



Results of Operations



The following comparative analysis on results of operations was
based primarily on the comparative financial statements, footnotes and related information for the periods identified below and
should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this
report. The results discussed below are for the three and nine months ended June 30, 2015 and 2014. For comparative purposes, we
are comparing the three and nine months ended June 30, 2015 to the three and months ended March 31, 2014. The following discussion
should be read in conjunction with the Company’s consolidated financial statements and the related notes included in this
report.



Revenue. We generated deferred revenue of $1,409,524 for the three
ended June 30, 2015. However, due to General Accounting Procedures regarding the contract with Colorado Flower, we are unable to
recognize any of the revenue in our financial statements.









Total Operating Expenses. For the three months ended June 30, 2015,
total operating expenses amounted to $42,517.  General and administrative expenses and research and development expenses
increased by an aggregate of $18,487 for the three months ended June 30, 2015.



Total Other Expenses. For the three months ended June 30, 2015,
total other expenses decreased by $(16,638) as compared to the same period in 2014.



Net Loss. For the three months ended June 30, 2015, net loss amounted
to $42,517, or $0 per common share (basic and diluted), respectively.



Liquidity
and Capital Resources



Liquidity is the ability of an enterprise to generate adequate amounts
of cash to meet its needs for cash requirements. The Company had a working capital deficit of $45,977 of cash as of June 30, 2015
and a working capital deficit of $436,563 of cash as of June 30, 2014. As a result, the Company’s current cash position is
not sufficient to fund its cash requirements during the next twelve months, including operations and capital expenditures.



Net cash used in operating activities was $ 3,761 for the three
months ended June 30, 2015.



Net cash provided by investing activities during the three months
ended June 30, 2015 was $ 0.



Net cash used in financing activities during the three months ended
June 30, 2015, was $48,105. Cash used in financing activities were primarily a result of repayment of short term loans - related
party, partially offset by proceeds from a short-term loan payable - related party.









Cash Requirements



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



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



Off-Balance Sheet Arrangements



There are no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results
of operations, liquidity, capital expenditures or capital resources that is material to investors.



Going Concern



As reflected in the unaudited consolidated financial statements
of the Company included in this report, the Company reported a net loss and net cash used in operating activities of $45,977 and
$ 3,761, respectively, for the three months ended June 30, 2015, has a working capital deficit, and deficit accumulated during
the development stage of $42,517, and $42,517, respectively, and is in the development stage with no revenues. These matters raise
substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and
generate revenues. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.









Critical Accounting Policies



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



Use of Estimates in the Preparation of Financial Statements



The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from those estimates.





Stock-based Compensation



ASC 718, “Compensation-Stock Compensation” requires
recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments
over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period).
We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award. We
account for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50
requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair
value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of
the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached
or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over
time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each
reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we
adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date,
which is presumed to be the date performance is complete.



Derivative Liability



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



Revenue Recognition



Revenue. We generated deferred revenue of $1,409,524 for the three
ended June 30, 2015. However, due to General Accounting Procedures regarding the contract with Colorado Flower, we are unable to
recognize any of the revenue in our financial statements.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.









This item is not applicable to smaller reporting companies.





ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



We maintain disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information
required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as
specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under
the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief
Financial Officer, CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO
and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2014. Based on that
evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective
as of June 30, 2015. We have identified the following material weaknesses as of June 30, 2015:



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



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





Remediation of Material Weakness in Internal Control



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





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



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



Management believes the actions described above will remediate the
material weaknesses we have identified and strengthen our internal control over financial reporting. We expect the material weaknesses
will be remediated by June 30, 2015.



Our management, including our Chief Executive Officer and our Chief
Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in







all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within our company have been detected.





Changes in Internal Control



There were no changes identified in connection with our internal
control over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.







PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS.



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





ITEM 1A. RISK FACTORS.



Not applicable to smaller reporting companies.





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



None.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.





ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.





ITEM 5. OTHER INFORMATION



None.







































































ITEM
6. EXHIBITS





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



| |  | 
| |  | 
| |  | 
| |  | 



















SIGNATURES



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



|Date: December 22, 2015 | FutureLand Corp.
|----------------------- | ----------------
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