F3 And Associates, Inc. signed a non-binding letter of intent to acquire Future Healthcare of America (OTCPK:FUTU) from FAB Universal Corporation (OTCPK:FABU) and Alpha Capital AG in a reverse merger transaction on June 18, 2015. F3 And Associates, Inc. signed an agreement to acquire Future Healthcare of America (OTCPK:FUTU) from FAB Universal Corporation (OTCPK:FABU) and Alpha Capital AG in a reverse merger transaction on September 9, 2015. Post transaction, F3 shareholders will own a controlling interest in the company. Following the closing of the agreement, the company will continue with F3's historical businesses, including changing the corporate name and replacing at least a majority of the company's Board of Directors with appointees of F3. The agreement may terminate on or before July 15, 2015 and the execution and delivery of a merger agreement. The closing of the proposed share exchange agreement will be conditional upon the completion of a private offering of the company's securities of $1.5 million as well as a retirement of certain F3 debt. The closing is further dependent on approval by shareholders of F3, entry into an agreement and plan to spin-off of the company's current healthcare business to the company's shareholders of record immediately prior to the closing of the transaction.

As a part of agreement Future Healthcare will issue a total of 70 million shares of its common stock, in exchange for a total of 285.75 shares of common stock of F3. The transaction is also subject to entry into a registration rights agreement providing for the registration of a limited portion of the Company's shares of common stock to be issued to the F3 stockholders, conversion of certain outstanding debt, F3 And Associates and Future Heathcare shall have entered into employment and indemnification agreements with Mark Sizelove, Sean Finn and Gene Feickert, F3 And Associates's shareholders, authorizing the exchange of common stock for shares of Future Healthcare, explicitly waiving any right to receive shares of Future Healthcare in connection with the Spin-Off, existing loans made F3 by family members of its shareholders aggregating approximately $0.189 million shall have been purchased by a third party on terms and conditions agreed to by the holders of such promissory notes, resignation of existing officers and directors of Future Healthcare. F3 And Associates, Inc. shall designate three out of five directors on the Board. Leonard W. Burningham and Branden T. Burningham acted as legal advisors for Future Healthcare and Laura Anthony of Legal & Compliance, LLC acted as legal advisor for F3 And Associates.