$FWDG Form 8-K

Item 2.01 Completion of Acquisition or Disposition of Assets.On February 27, 2015, an ASSETS AND STOCK PURCHASE AGREEMENT was entered (the “Agreement”), by and among FutureWorld Corporation, a Delaware Corporation (referred to by name, “FWDG” or as “Seller”), and Infrax Systems, Inc., a Nevada corporation (referred to as “”Corporation,” “IFXY”, or “Buyer”). FutureWorld Corp is the one hundred percent (100%) owner of HempTech Corp which is a Delaware wholly owned subsidiary. HempTech is a technology company that provides smart sensors and data analysis technology, RFID tracking systems, communication networking and surveillance security for the agricultural industry.

The purchase price for the ASSETS AND STOCK PURCHASE AGREEMENT (the “Purchase Price”) shall be sixty million dollars ($60,000,000). Infrax Systems shall pay;

1- Ten million dollars ($10M) in cash, payable in installments as convertible notes. The cash payment shall be made available through operations and/or registration by the purchaser.

2- Ten million dollars ($10M) in Common Stock, par value $0.001, of Infrax Systems, Inc.

3- Forty million dollars ($40M) in Preferred Shares Series A1, or 33,000,000 shares, par value $0.001, of Infrax Systems, Inc. Each Preferred Shares Series A1 is convertible to 88.89 shares of Common Shares.

Material Relationship – There exist a material relationship between the registrant and the purchaser on this transaction. Talari Industries is the majority shareholder of both the registrant and the purchaser and its principle, Mr. Talari, is the CEO of the registrant.

The aforementioned transaction resulted due to the December 23, 2014, Infrax Systems’ announcement of an agreement with FutureWorld Corp and its subsidiaries (HempTech Corp) for a consideration of a one-time development fee of $2M, all in cash or a combination of cash and shares of common stock.

After lengthy discussion with our legal and accounting on this agreement, we came to a conclusion that the agreement, being a non-arms-length transaction, might be construed as a “conflict of interest” and may not be financially or legally sound without an independent third party validation. And since most of the fundamental technologies delivered by HempTech Corp are derived from Infrax Systems’ patented technologies, we were recommended by our legal and accounting to discontinue the license agreement and instead consider outright purchase of HempTech by Infrax Systems. This modification in direction was confirmed by our auditor on one condition; the transaction value needs to be validated by an independent third party accounting firm to quell the “conflict of interest” concerns. Hence, in January 2015, FutureWorld retained an independent valuation firm on the considered business transaction. On February 17, the Company received the market valuation of $60,000,000 for HempTech Corp from the third party firm. The valuation report was used as a basis for the agreed upon transaction between FutureWorld and Infrax Systems.

Item 9.01. Financial Statements and Exhibits(d) Exhibits.

Exhibit

No. Description

2.1 ASSETS AND STOCK PURCHASE AGREEMENT, dated as of February 27, 2015, by and among Mount by and among FutureWorld Corporation, a Delaware Corporation (referred to by name, “FWDG” or as “Seller”), and Infrax Systems, Inc., a Nevada corporation (referred to as “”Corporation,” “IFXY”, or “Buyer”).

10.1 Securities Purchase Agreement (including Form of Merger Note and Security Agreement)