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EX-4.1 - PROMISSORY NOTE - URBAN AG. CORPurban_10k-ex401.htm
EX-3.4 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - URBAN AG. CORPurban_10k-ex304.htm
EX-10.17 - STOCK PURCHASE AGREEMENT WITH DISTRESSED ASSET ACQUISITIONS, INC. - URBAN AG. CORPurban_10k-ex1017.htm
EX-21.1 - LIST OF SUBSIDIARIES - URBAN AG. CORPurban_10k-ex2101.htm
EX-10.13 - STOCK PURCHASE AGREEMENT - URBAN AG. CORPurban_10k-ex1013.htm
EX-10.18 - EMPLOYMENT AGREEMENT - URBAN AG. CORPurban_10k-ex1018.htm
EX-32.1 - CERTIFICATION - URBAN AG. CORPurban_10k-ex3201.htm
EX-31.1 - CERTIFICATION - URBAN AG. CORPurban_10k-ex3101.htm
EX-31.2 - CERTIFICATION - URBAN AG. CORPurban_10k-ex3102.htm
EX-23.1 - CONSENT - URBAN AG. CORPurban_10k-ex2301.htm
EX-10.16 - FACTORING AND SECURITY AGREEMENT WITH MIDLAND AMERICAN CAPITAL - URBAN AG. CORPurban_10k-ex1016.htm
EXCEL - IDEA: XBRL DOCUMENT - URBAN AG. CORPFinancial_Report.xls
10-K - ANNUAL REPORT - URBAN AG. CORPurban_10k-123111.htm
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EX-10.15 - LOAN PURCHASE AND SALE AGREEMENT WITH SUMMITBRIDGE CREDIT INVESTMENTS LLC - URBAN AG. CORPurban_10k-ex1015.htm
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10. Stockholders' Equity
12 Months Ended
Dec. 31, 2011
Stockholders' deficiency  
10. Stockholders' Equity

Capital Structure

 

Effective December 20, 2010, the Company's shareholders approved a 87:1 reverse stock split of the Company's common stock reflected below.  At the same time, the Company's Certificate of Incorporation was amended to decrease the authorized shares of $0.001 par value common stock from 200 million shares to 15 million shares. The Company is also authorized to issue 10 million shares of preferred stock. As of December 31, 2011 and December 31, 2010, there were 11,477,184 and 2,002,184 shares of common stock issued and outstanding, respectively.  As of December 31, 2011 and 2010 there were 1,375,000 warrants convertible into shares of common stock outstanding, with an expiration date of April 2012 with a conversion price of $87.00 per share.  As of December 31, 2011 and December 31, 2010, no preferred shares were outstanding.

 

Common Stock Issuances

 

Issued in Acquisition

 

On November 7, 2011, pursuant to a Stock Purchase Agreement between the Company and CCS Environmental Worldwide Inc. the Company issued 7,900,000 shares of its common stock to CCS’s 11 individual shareholders. The shares, which are restricted as to transferability, were valued at $395,000 or $0.05 per share, which represented the fair value at the date of issuance. The issuance of the shares was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the recipients represented to the Company that the shares were being acquired for investment purposes.

 

On August 16, 2010, pursuant to the acquisition of Urban Agricultural Corporation’s (UAC) stock, the Company issued 689,655 shares of its common stock to UAC’s 11 individual shareholders. The shares, which are restricted as to transferability, were valued at the historical costs of the assets acquired at the date of issuance. The issuance of the shares was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the recipient represented to the Company that the shares were being acquired for investment purposes.

 

On March 22, 2010, pursuant to an Asset Purchase Agreement, the Company issued 172,414 shares of its common stock to ThermaFreeze Products Corporation. The shares, which are restricted as to transferability, were valued at $750,000 or $4.34 per share, which represented the fair value at the date of issuance. The issuance of the shares was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the recipient represented to the Company that the shares were being acquired for investment purposes.

 

Issued for Services

 

On November 16, 2011, the Company issued 100,000 shares each (a total of 200,000 shares) to two individuals for consulting and business development services.  The issued shares, which are restricted as to transferability, were valued at $0.05 per share, which represented the fair value of the Company's common stock at the time of issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and were made without general solicitation or advertising. The recipients represented to the Company that the securities were being acquired for investment purposes.

 

On March 9, 2011 the Company issued 62,500 shares to its former Chief Executive Officer and Chairman of the Board of Directors in exchange for canceling his employment agreement and foregoing any unpaid and accrued compensation. The shares, which are restricted as to transferability, were valued at the historical costs of the unpaid and accrued compensation at the date of issuance.

 

On March 9, 2011 the Company issued 62,500 shares to its former President and Chief Operating Officer and a member of the Board of Directors, in exchange for canceling his employment agreement and foregoing any unpaid and accrued compensation. The shares, which are restricted as to transferability, were valued at the historical costs of the unpaid and accrued compensation at the date of issuance.

 

In December 2010, the Company issued 2,299 shares to an individual for consulting services.  The issued shares, which are restricted as to transferability, were valued at $1.73 per share, which represented the fair value of the Company's common stock at the time of issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and were made without general solicitation or advertising. The recipient represented to the Company that the securities were being acquired for investment purposes.

 

In August 2010, the Company issued 1,988 shares to various individuals for services.  The issued shares, which are restricted as to transferability, were valued at $9.56 per share, which represented the fair value of the Company's common stock at the time of issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and were made without general solicitation or advertising. The recipients represented to the Company that the securities were being acquired for investment purposes.

 

 In April 2010, the Company issued 49,138 shares to various individuals for services.  The issued shares, which are restricted as to transferability, were valued at $4.34 per share, which represented the fair value of the Company's common stock prior to issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and were made without general solicitation or advertising. The recipients represented to the Company that the securities were being acquired for investment purposes.

 

Issued for Cash

 

In May 2010, the Company received $200,000 of aggregate proceeds from a private placement of 31,609 shares of the Company's common stock and 1,375,000 two-year warrants to purchase additional shares of common stock at an exercise price of $87.00 per share. Fees associated with this private placement were $19,025. The net proceeds of $180,975 from the private placement was primarily used for general corporate purposes related to the Company's subsidiary Aquamer Shipping Corp. The issuance of the shares and warrants, which are restricted as to transferability, was made in reliance on Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended.

 

Please see Note 17 of the Notes to Consolidated Financial Statements for additional information regarding the issuance of shares.