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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
v2.4.0.6
1. Organization
12 Months Ended
Dec. 31, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
1. Organization

Urban Ag. (the “registrant”, “Company,” “we”, “us”, “our”, or “Urban Ag”) is the successor entity to Aquamer, Inc. (“AQUM”), a Delaware corporation, which was established in February 2000 to commercialize proprietary medical devices. In 2005 Aquamer became a wholly owned subsidiary of Bellacasa Productions, Inc. (“Bellacasa”) a publicly traded company, which in 2007 distributed 100% of its AQUM shares to its shareholders, thus creating a public entity that traded as AQUM. The Company is a calendar year corporation.

 

From 2007 to 2010 AQUM tried unsuccessfully to commercialize its medical device business and our Board of Directors closed those operations and acquired Urban Agricultural Corporation, a Delaware corporation (“UAC”). UAC holds the exclusive rights under a license from TerraSphere, Inc. (“TerraSphere”) to use their patented farming technology in Massachusetts, and the right of first refusal to purchase exclusive licenses for New Jersey, Pennsylvania and California. Under the TerraSphere license the Company receives certain vertical farming intellectual property and know-how from TerraSphere. The license was purchased by UAC in May, 2010 for $1,000,000 with $250,000 paid at acquisition and payments totaling $750,000 due by May 1, 2011. Urban Ag was unable to make payments due under the TerraSphere License . TerraSphere extended the payment terms under the TerraSphere License through December 31, 2011. Please see Note 17 of the Notes to Consolidated Financial Statements for further discussion regarding the status of UAC.

 

Currently we are a company focused on a long-term strategy of pursuing the consolidation of the fragmented industry that provides outsourced services to General Contractors, Facility Managers/Owners, Architects and Engineers. This industry is focused on providing construction path services including pre-construction services, site selection and preparation, hazardous material abatement and environment remediation, electrical/data communication system integration, electrical cabling installation and design, restoration/remediation services and post occupancy services.

 

In pursuit of this strategy, on November 7, 2011 Urban Ag. Corp. (the “Registrant,” “Urban Ag,” or the “Company”) entered into a Stock Purchase Agreement (the "Agreement"), with CCS Environmental World Wide, Inc., a Delaware corporation (“CCS World Wide,” “CCS,” or the “Seller”) and the shareholders of CCS (“Shareholders”). Pursuant to the terms of the Agreement, Urban Ag acquired 100% of the outstanding shares of CCS. In exchange, the Company issued to the CCS Shareholders an aggregate of 7,900,000 shares of the Company's common stock, $.0001 par value and five million warrants to purchase one share of common stock of the Company per Warrant. The warrants are exercisable for a period of five years at a price of $3.00 per share. The Warrants become exercisable once CCS achieves $50,000,000 in revenue in a single year. The shares purchased represented 78.8% of the outstanding common stock of the Company after the closing.

 

Pursuant to the Agreement, CCS became the Company's wholly-owned subsidiary. This transaction was recorded as a reverse merger. The results of operations from CCS Worldwide are included in the financial statements for all periods included in this annual report.

 

A copy of the Agreement is included as Exhibit 10.13 to this Annual Report on Form 10-K. A copy of the form of Warrant is included as Exhibit 4.2 to this Annual Report.

 

CCS Worldwide is a hazardous material abatement and environmental remediation company based in Brockton, Massachusetts. The Company, based in Danvers, Massachusetts, currently acts as a Holding Company that has as its one operating subsidiary CCS Worldwide. CCS Worldwide generates revenue within a single operating segment which provides hazardous material abatement and environment remediation services through its four wholly owned subsidiaries - Commonwealth Contracting Services LLC; CCS Special Projects LLC; CCS Environmental, Inc.; and CCS Environmental Services, Inc., all based in Brockton, Massachusetts. For the periods covered in this annual report, our revenues consist of sales in the single operating segment providing services for hazardous material abatement and environmental remediation.

 

CCS Worldwide has operated its current business since 2005 generating annual revenues of between $2 million and $12 million providing services including removal of interior finishes, surfaces and fixtures; as well as the removal and proper disposition of certain asbestos-containing and lead-painted building materials and certain other regulated materials. CCS Worldwide is awarded contracts from its customers generally through a bidding process whereby contracts are typically awarded on a qualified low bidder basis. Its revenue is comprised of both union and non-union contracts.

 

Basis of Presentation

 

The audited consolidated financial statements as of and for the years ended December 31, 2011 and 2010 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for financial reporting. These consolidated statements, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement for the periods presented.

 

The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. As a result of the reverse merger accounting treatment, the Company’s financial statements for the year ended December 31, 2010 reflect the operations and financial position of CCS Worldwide. The Company’s financial statements for the year ended December 31, 2011 reflect the consolidation of CCS Worldwide with the Company effective with the date of the Agreement. See note 6.