GLOBAL FUTURE CITY HOLDING INC. (OTCMKTS:FHWY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On March 20, 2017, Global Future City Holding, Inc. (the Company)
and two shareholders Master Power Holdings Group and Big Name
Group Co. Ltd., a British Virgin Islands corporation controlled
by Mr. Ning (Sam) Liu (Mr. Liu), the Companys former Chief
Executive Officer, (collectively the Shareholders) entered into a
Stock Issuance Cancellation Agreement (the Agreement). to the
Agreement, the Shareholders agreed to cancel and return to
treasury an aggregate 8,349,906 shares of common stock
(representing 17.11% of the current issued and outstanding common
stock) as consideration for the significant hardship suffered by
the Company as a result of Mr. Lius legal challenges.

Additionally, Mr. Liu entered into an agreement to cancel his
share ownership in Great Coin, Inc. (Great Coin), a company that
provides the platform and cryptocurrency (GX-COIN) used by our
wholly-owned subsidiary, GX-Life Global, Inc. (GX-Life). Prior to
the cancellation, Mr. Liu owned 50.0% of Great Coin and Michael
Dunn, our Chief Executive Officer and member of our Board of
Directors, owned the other 50.0% of Great Coin. After the
cancellation, Mr. Dunn owns 100% of Great Coin.

Since 2016, Mr. Liu has experienced certain legal challenges in
the Peoples Republic of China (PRC) which caused the Company to
initially require his resignation as an officer and director of
the Company and its subsidiaries. Due to continued delay in the
PRC with regards to Mr. Lius legal challenges, the Company and
the Shareholders believe it is in its best interest to have all
shares held by the Shareholders cancelled and returned to
treasury.

Upon the closing of the Agreement, which took place on March 20
2017 (the Closing), the Shareholders surrendered their stock
certificates representing an aggregate 8,349,906 shares of common
stock with all necessary documentation to the Companys transfer
agent for cancellation. As a result of the Closing and as of the
date of this Form 8-K, the Company now has 40,456,556 shares of
common stock issued and outstanding.

The foregoing descriptions of the Agreement do not purport to be
complete and are qualified in their entirety by reference to the
full text of the Agreement, a copy of which is filed as Exhibit
10.1, to this Form 8-K and incorporated by reference herein.

The following table sets forth certain information concerning the
beneficial stock ownership of our common stock as of the date of
this report. The information is presented with respect to:
(i)each person who is known to us to beneficially own more than
5% of our common stock; (ii)each officer and director; and
(iii)all directors and officers as a group; based upon 40,456,556
shares of outstanding common stock.

(1) c/o our address, 2 Park Plaza, Ste 400, Irvine, CA 92691,
unless otherwise noted.

(2) Except as otherwise indicated, we believe that the beneficial
owners of common stock listed above, based on information
furnished by such owners, have sole investment and voting power
with respect to such shares, subject to community property laws
where applicable. Beneficial ownership is determined in
accordance with the rulesof the Securities and Exchange
Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options
or warrants currently exercisable or exercisable within 60 days,
are deemed outstanding for purposes of computing the percentage
of the person holding such options or warrants, but are not
deemed outstanding for purposes of computing the percentage of
any other person.

Section 5.01 Changes in Control of the
Registrant

As a result of the completion of the Agreement, a change of
control of the Company occurred. To the extent required by Item
5.01 of Form 8-K, the information contained in Item 1.01 of this
Current Report is incorporated by reference in this Item 5.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

About GLOBAL FUTURE CITY HOLDING INC. (OTCMKTS:FHWY)

Global Future City Holding Inc. is a holding company focused in the areas of consumer product sales and EB-5 investments. The Company is engaged in the network and direct selling industry, selling wellness, herbal, beauty, lifestyle and home products. It sells consumer products, such as personal care, wellness and products under the brand, GX-Life, through direct sales to consumers and e-commerce channels on an international basis. GX-Life has developed a range of moisturizers, serums and creams designed to protect the skin and combat the signs of aging. In the nutrition category, GX-Life offers a range of nutraceutical and diet products, including a multivitamin, probiotic, digestive enzyme, joint reliever and detoxifier. In the energy category, GX-Life offers F.I.T.T. Energy two-ounce energy shots and one-ounce energy gel packs. In the tea category, GX-Life offers single-serve sachets of over six Authentea organic tea extracts, and approximately three Herbalsoul herbal tea extracts.

GLOBAL FUTURE CITY HOLDING INC. (OTCMKTS:FHWY) Recent Trading Information

GLOBAL FUTURE CITY HOLDING INC. (OTCMKTS:FHWY) closed its last trading session at 0.800 with shares trading hands.