On November 7, 2011 the
Company entered into a Stock Purchase Agreement (the "Agreement") with CCS Environmental World Wide Inc., Delaware corporation
(CCS Worldwide or CCS). Pursuant to the terms of the Agreement, Urban Ag acquired 100% of the outstanding
shares of CCS. In exchange, we issued to the CCS Shareholders an aggregate of 7,900,000 shares (the "Urban Ag Shares")
of the Company's Common Stock, $.0001 par value (the "Common Stock") representing 78.8% of the Companys outstanding
Common Stock after the closing.
The Companys Common Stock is thinly
traded and CCS is the only continuing operation of the Company. Accordingly, the transaction is accounted for as a reverse merger.
Based upon the most recent traded value for the Company's Common Stock prior to Closing, the purchase price represented by the
7,900,000 Urban Ag Shares equaled approximately $395,000. The purchase price is subject to post-closing adjustments in the
event of a breach of any representation or warranty by the Seller. Please see Note 17 of the Notes to Consolidated Financial Statements
for further discussion regarding the CCS/ Urban Ag transaction.