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EX-32.1 - CERTIFICATION - URBAN AG. CORPurban_10q-ex3201.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 10-Q

 

S Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2012

 

or

 

£ Transitional Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

000-52327
(Commission file number)

 

URBAN AG. CORP.
(Exact name of registrant as specified in its charter)

 

Delaware   80-0664054
(State of incorporation)   (IRS Employer
  Identification Number)

 

800 Turnpike Street, Suite 103
North Andover, Massachusetts  01845
(Address of principal executive offices)

 

(978) 739-9460
(Registrant's telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes £ No S

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (Check one):

 

Large accelerated filer £ Accelerated filer £ Non-accelerated filer £ Smaller Reporting Company S

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes £ No S

 

The number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date was:

 

Class A Common Stock, $0.0001 par value 20,308,164 shares outstanding on November 16, 2012
Series A Preferred Stock, $0.0001 par value 10,100,000 shares outstanding on November 16, 2012

 

DOCUMENTS INCORPORATED BY REFERENCE:

None 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. The forward-looking statements in this quarterly report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. These forward-looking statements include, but are not limited to, statements concerning our plans to continue the marketing, commercialization and sale of our services and planned future products and product candidates; address certain markets; and evaluate additional product candidates for subsequent sales. In some cases, these statements may be identified by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, we cannot guarantee future results, the outcome of an ongoing contractual dispute in connection with our accounts receivable factoring arrangement, levels of business activity, performance, or achievements. These statements involve known and unknown risks and uncertainties that may cause our or our industry's results, levels of activity, performance or achievements to be materially different from those expressed or implied by forward-looking statements.

 

Management's Discussion and Analysis ("MD&A") should be read together with our financial statements and related notes included elsewhere in this quarterly report. This quarterly report, including the MD&A, contains trend analysis and other forward-looking statements. Any statements in this quarterly report that are not statements of historical facts are forward-looking statements. These forward-looking statements made herein are based on our current expectations, involve a number of risks and uncertainties and should not be considered as guarantees of future performance.

 

The most pressing factors that could cause actual results to differ from those in our forward looking statements materially and adversely are our lack of working capital and our need to raise approximately $1.6 million of additional capital to payoff arrearages of approximately $900,000 of payroll taxes and $700,000 of labor union costs as of October 5, 2012; and the need to complete the winding down of our approximately $1.7 million accounts receivable factoring liability as of October 5, 2012 and to establish a new accounts receivable financing arrangement.

 

Other factors that could cause actual results to differ materially include without limitation:

·our limited ability to repay our debt and our payroll tax and union costs arrearages and the potential adverse consequences thereof;
·the outcome of our ongoing dispute with our accounts receivable factor and the outcome of any future legal proceedings that may arise out of that dispute;
·our ability to continue to finance our business;
·an inability to arrange debt or equity financing;
·the outcome of potential disputes that could arise with labor unions;
·the impact of new technologies on our services and our competition;
·adverse changes in laws or rules or regulations of governmental agencies;
·interruptions or cancellation of existing contracts;
·impact of competitive services and pricing;
·continued availability of adequately skilled labor at the current prices;
·the ability of management to execute plans and motivate personnel in the execution of those plans;
·the presence of competitors with greater financial resources;
·our ability to maintain our current pricing model and/or decrease our cost of sales;
·the adoption of new, or changes in, accounting principles;
·the costs inherent with complying with new statutes and regulations applicable to public reporting companies, such as the Sarbanes-Oxley Act of 2002

  

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements in this quarterly report. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements in this quarterly report are made only as of the date of this quarterly report, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. See also Item 1A, "RISK FACTORS"

 

2
 

  

URBAN AG CORP.

 

FORM 10-Q

 

June 30, 2012

 

 

 

 

TABLE OF CONTENTS

  

PART I – FINANCIAL INFORMATION 4
   
Item 1 – Condensed Consolidated Financial Statements 4
   
Condensed Consolidated Balance Sheets 4
   
Condensed Consolidated Statements of Operations 5
   
Condensed Consolidated Statements of Cash Flows 6
   
Notes to Condensed Consolidated Financial Statements 7
   
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations 13
   
Item 3 – Quantitative and Qualitative Disclosures about Market Risk 18
   
Item 4 – Controls and Procedures 18
   
PART II – OTHER INFORMATION 19
   
ITEM 1 – LEGAL PROCEEDINGS 19
   
ITEM 1A – RISK FACTORS 19
   
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 20
   
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES 20
   
ITEM 4 – (REMOVED AND RESERVED) 20
   
ITEM 5 – OTHER INFORMATION 20
   
ITEM 6 – EXHIBITS 20

 

Unless the context requires otherwise, references in this quarterly report to "Urban AG.," “Urban AG,” “Urban,” "the Company," "we," "our" and "us" refer to Urban AG. Corp. This quarterly report contains trademarks and trade names of other parties.

 

3
 

 

PART I – FINANCIAL INFORMATION

 

Item 1 – Condensed Consolidated Financial Statements

 

URBAN AG. CORP. (formerly AQUAMER MEDICAL CORP.)

Condensed Consolidated Balance Sheets

 

   June 30, 2012
(unaudited)
   December 31, 2011
(audited)
 
Assets          
Current assets:          
Cash  $36,025   $25 
Accounts receivable, less allowances for doubtful accounts and provision for contract adjustments of $564,973 and $459,104 at June 30, 2012 and December 31, 2011, respectively   1,953,865    1,812,733 
Other current assets   30,907    30,000 
Total current assets   2,020,797    1,842,758 
           
Fixed assets, net   356,958    344,196 
           
Other assets:          
Due from related parties       33,234 
           
Total assets  $2,377,755   $2,220,188 
           
Liabilities and Stockholders'  Deficiency          
Current liabilities:          
Accounts payable and other current liabilities  $3,117,849   $2,647,042 
Accrued expenses   1,085,429    339,993 
Due to related parties   70,209     
Line of credit   1,377,910    1,996,330 
Mass CDFC loan   327,039    354,503 
Discontinued operations   191,538    271,848 
Current portion of long-term debt   98,276    92,255 
Short term notes payable   393,209    570,250 
Total current liabilities   6,661,459    6,272,221 
           
Long term debt   285,705    189,400 
Net liabilities of discontinued operations        
Total liabilities  $6,947,164   $6,461,621 
Stockholders' deficiency          
Preferred stock, $.0001 par value; authorized 50,000,000 and 10,000,000 shares; 10,000,000 and none issued and outstanding at June 30, 2012 and December 31, 2011 respectively.   1,000     
Common stock, $.0001 par value; authorized 200,000,000 and 15,000,000; 20,308,164 and 11,477,184 shares issued and outstanding at June 30, 2012 and December 31, 2011 respectively.   2,030    1,148 
           
Additional paid-in capital   2,569,804    1,891,058 
Retained deficit   (7,142,243)   (6,133,639)
           
Total stockholders' equity   (4,569,409)   (4,241,433)
           
Total liabilities and stockholders’ deficiency  $2,377,755   $2,220,188 

 

See accompanying notes to condensed consolidated financial statements.

 

4
 

 

URBAN AG. CORP. (formerly AQUAMER MEDICAL CORP.)

Condensed Consolidated Statements of Operations

(unaudited)

 

   Three Months ended   Six Months ended 
   June 30   June 30   June 30   June 30 
   2012   2011   2012   2011 
                 
Revenue  $1,724,229   $2,448,618   $3,542,689   $3,522,203 
Costs of sales   1,841,063    924,822    3,055,564    1,813,097 
Gross profit (loss)   (116,834)   1,523,796    487,125    1,709,106 
                     
Costs and expenses:                    
General and administrative   722,052    486,335    1,873,850    1,068,315 
Depreciation   31,070    15,109    60,437    27,784 
                     
Total costs and expenses   753,122    501,444    1,934,287    1,096,099 
                     
Income (Loss) from continuing operations before other (income)  and expense   (869,956)   1,022,352    (1,447,162)   613,007 
                     
Interest expense, net of interest income   119,640    234,992    168,591    360,831 
Other (income) expense             (607,149)     
                     
Total other (income) and expense   119,640    234,992    (438,558)   360,831 
                     
Income (Loss) from continuing operations before income taxes   (989,596)   787,360    (1,008,604)   252,176 
                     
Income taxes                 
                     
                     
Income (loss) from continuing operations   (989,596)   787,360    (1,008,604)   252,176 
                     
Net income (loss)  $(989,596)  $787,360   $(1,008,604)  $252,176 
                     
Basic and diluted income (loss) per share from continuing operations  $(0.05)  $0.37   $(0.05)  $0.12 
                     
Weighted average basic and diluted common shares outstanding   20,308,164    2,127,184    20,308,164    2,127,184 

 

 

See accompanying notes to condensed consolidated financial statements.

 

5
 

 

URBAN AG. CORP. (formerly AQUAMER MEDICAL CORP.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   Six Months Ended 
   June 30, 2012   June 30, 2011 
Cash flows from operating activities:          
Net income (loss)  $(1,008,604)  $252,176 
Adjustments to reconcile net loss items not requiring the use of cash:          
Depreciation   60,437    27,784 
Change in operating assets and liabilities:          
(Increase)/decrease in accounts receivable, net of allowances   (141,132)   (281,625)
(Increase)/decrease in prepaid expenses and other current assets   (907)    
Increase/(decrease) in accounts payable and other current liabilities   470,807    (135,108)
Increase/(decrease) in accrued expenses   745,436    123,100 
Increase/(decrease) in current portion of long term debt   6,021    9,362 
           
Net cash used in operating activities   132,058    (4,311)
           
Cash flows from investing activities:          
Net investment in plant, property and equipment   (73,199)   (131,974)
Net cash used in investing activities   (73,199)   (131,974)
Cash flows from financing activities:          
           
Increase/ (decrease) in short term notes payable   (204,505)   38,095 
Net increase/ (decrease) in line of credit   (618,420)   116,443 
Net change in due to related parties   103,443    25,749 
Increase/ (decrease) in long term debt   96,305      
Increase in capital stock and additional paid in capital   680,628      
Distributions and other equity adjustments        (68,625)
Net cash generated by financing activities   57,451    111,662 
Change in cash from continuing operations   116,310    (24,623)
Change in cash from discontinued operations   (80,310)     
Cash at beginning of period   25    29,455 
Cash at end of period  $36,025   $4,832 

 

See accompanying notes to condensed consolidated financial statements.

 

6
 

  

URBAN AG. CORP. (formerly AQUAMER MEDICAL CORP)

Notes to Condensed Consolidated Financial Statements

June 30, 2012

(unaudited)

 

1.Interim Financial Statements

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnote disclosure required for complete financial statements are not included herein. It is recommended that these financial statements be read in conjunction with the financial statements and related notes of Urban AG. Corp (the "Company") as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for the three and six months ended June 30, 2012 may not be indicative of the results that may be expected for the year ending December 31, 2012, or any other period.

 

Organization and Background

 

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. Effective March 31, 2012 (“Effective Date”) the Company entered into a Stock Purchase Agreement (the "UAC Agreement”) with Distressed Asset Acquisitions, Inc. (“DAAI”) to divest itself of all of its ownership of UAC. The UAC Agreement provides that DAAI will pay $100 and assume all liabilities as of the Effective Date for 100% of the stock in UAC.

 

Currently the Company is 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.

 

7
 

 

In pursuit of this strategy, on November 7, 2011 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 fiscal 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 for all periods included in these condensed consolidated financial statements.

 

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 accompanying condensed 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 reverse merger accounting treatment, the Company’s financial statements for the three and six months ended June 30, 2012 include the results of 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.

  

2.Summary of Significant Accounting Policies

 

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared on the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. This assumption, that the Company continues to operate as a going concern, is presently in question and contingent upon the Company's ability to raise additional funds. The accompanying condensed consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.  The Company has experienced substantial losses, has a working capital deficiency of approximately $4.6 million, a stockholders’ deficit of approximately $7.1 million and is in default on several financial obligations at June 30, 2012, which raises substantial doubt about the Company's ability to continue as a going concern

 

Additionally, the Company’s accounts receivable financing arrangement has been terminated by the lender and an alternative source of financing receivables has not been obtained. Also, as of October 5, 2012, the Company has delinquent payroll taxes and union benefits arising in 2012 of approximately $900,000 and $700,000 respectively.

 

8
 

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

 

Cash and Cash Equivalents

 

For financial statement presentation purposes, those short-term, highly liquid investments with original maturities of three months or less are considered to be cash or cash equivalents.

 

Accounts Receivable

 

The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining allowances for potential credit losses which, when realized, have been within management's expectations. The allowance method is used to account for uncollectible amounts. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Allowance for doubtful accounts and provision for contract adjustments was $564,973 at June 30, 2012 and $459,104 at December 31, 2011.

 

Revenue Recognition

 

For financial reporting, profits on construction contracts are recognized by the Company on the percentage-of-completion method, measured by the percentage of costs incurred to date to estimate total construction costs for each contract. This method is used because contracts in process include all materials, direct labor and subcontractor costs and those indirect costs related to contract performance, such as depreciation, motor vehicles, payroll taxes, employee benefits, small tools, insurance, etc. Selling and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. An amount equal to contract costs attributable to claims is included in revenues when realization is probable and the amount can be reasonably estimated. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the Company’s estimates of costs and revenues will change.

 

Property, Plant and Equipment

 

Property and equipment are reported at cost less accumulated depreciation. Equipment under capital leases is stated at the present value of minimum lease payments. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Lives for property, plant and equipment are as follows: leasehold improvements—Lesser of term or useful life; machinery and equipment—5 to 15 years; furniture and fixtures—3 to 10 years; computer hardware and software 3 to 7 years. Routine maintenance costs are expensed as incurred. Expenditures for renewals and betterments are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts and gains or losses are recognized in operations. The Company recorded $31,070 and $15,109 in depreciation expense for the three months ended June 30, 2012 and 2011, respectively. The Company recorded $60,437 and $27,784 in depreciation expense for the six months ended June 30, 2012 and 2011, respectively.

 

9
 

 

Valuation of Intangibles and Other Long Lived Assets

 

The recoverability of long-lived assets, including equipment and intangible assets, is reviewed when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

 

Stock Based Compensation

 

Stock based awards are accounted for according to the provisions of FASB ASC 718. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company's common stock, the estimated volatility of the Company's common stock, the exercise price of the warrants and the risk free interest rate.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on enacted tax laws. Allowances are recorded if recovery is uncertain.

 

Earnings per Common Share

 

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Basic and diluted earnings per share are the same as outstanding options are anti-dilutive. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of the Company's securities.

 

Impairment

 

Intangible assets with estimable lives and other long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of intangible assets with estimable lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future net undiscounted pretax cash flows expected to be generated by the asset or asset group. If these comparisons indicate that an asset is not recoverable, the impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future pretax operating cash flows or appraised values, depending on the nature of the asset. Judgment is required to estimate future operating cash flows.

 

10
 

  

3.Events of Material Impact Subsequent to Year End

 

Summitbridge Settlement - On January 11, 2012, the Company executed a Loan Purchase and Sale Agreement with Summitbridge Credit Investments LLC (“Summitbridge”) in order to resolve certain outstanding loans owed by the recently acquired CCS Environmental Worldwide Inc. to Summitbridge, along with accrued interests and fees, in the amount of $2,018,339 (the “Summitbridge Settlement”). Pursuant to the Loan Purchase and Sale Agreement, the parties agreed to the following: (i) that Summitbridge sell, assign, convey and transfer to the Company, without recourse, representation or warranty all of Summitbridge’s interest in the loans; and (ii) the Company to pay Summitbridge the amount of $1,335,000.

 

Secured Promissory Note and Convertible Preferred Stock Purchase Agreement - On January 12, 2012, the Company entered into a Secured Promissory Note and Convertible Preferred Stock Purchase Agreement with Peter S. Johnson, Esq. as Trustee of the Magliochetti Family 2009 Trust DTD 1/12/09 (the “Magliochetti Trust”) whereby the parties agreed to the following: (i) the Maliochetti Trust agreed to lend to the Company $1,000,000, and (ii) for the Company to issue 10,000,000 shares of Series A Convertible Preferred Stock pursuant to a Certificate of Designation in form and substance acceptable to the Magliochetti Trust and to take all steps necessary and desirable to amend its Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock such that a sufficient number of such shares of common stock shall be reserved for issuance upon conversion of the Series A Preferred Stock.

 

Factoring and Security Agreement - On March 9th, 2012, the Company entered into a Factoring & Security Agreement (the “Agreement”) with Midland American Capital (“Midland”). As part of the agreement, the Company sold its right, title and interest in its accounts receivable, with full recourse. The initial value of accounts receivable purchased by Midland was $1,100,002. As of March 31, 2012, the total outstanding accounts receivable of the Company that has been purchased by Midland is $2,317,155. As stipulated in the Agreement, approximately 80% of the amount of accounts receivable purchased by Midland throughout the term of the Agreement is funded to the Company for operational use and working capital. As of March 31, 2012, the Company has been funded a total of $1,672,291 and Midland has received a total of $236,419 in collections from the Company’s customers. The initial term of the Agreement is for 12 months and will automatically renew for an additional 12 months at the end of the initial term and each subsequent term unless terminated by the Company via 60 days written notice to Midland. The Agreement contains warranties and covenants that must be complied with on a continuing basis. Midland has terminated this agreement early and is no longer making advances on new accounts receivable.

 

Change in Capitalization - Effective January 12, 2012, the Board of Directors and a majority of the Company’s shareholders increased the Company's authority to issue all classes stock to 200,000,000 shares of Common Stock, $.0001 par value (“Common Stock”) and 50,000,000 shares of Preferred Stock, $.0001 par value (“Preferred Stock”). In addition, 10,000,000 shares of the authorized and un-issued Preferred Stock of the Company were designated as “Series A Preferred Stock” (“Series A Preferred”). The Third Amended and Restated Certificate of Incorporation of Urban AG. Corp was filed with the State of Delaware Secretary of State Division of Corporations on April 30, 2012 to effectuate the increases in Common Stock and Preferred Stock.

 

The 10,000,000 shares of authorized Series A Preferred bear dividends at the rate of 12% of the Original Issue Price of $.005 per share, per annum, plus any previously issued and accrued dividends (compounded monthly) to be declared and paid monthly in cash. Holders of shares of Series A Preferred have voting rights equal to two times the number of shares of Common Stock to be received upon conversion of the Series A Preferred. The Series A Preferred Shares are convertible initially into shares of common stock on a one-to-one basis, subject to adjustment to prevent dilution of the conversion rights of the holders resulting from the issuance of shares of common stock or rights to acquire common stock. The holders of the Common Stock and the holders of Series A Preferred each voting as a class, are each entitled to elect two directors.

 

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The Series A Preferred is subject to mandatory redemption by the Company upon the request of a majority of the holders of Series A Preferred, after January 10, 2015, for a Redemption Price payable in cash in three annual installments. The Redemption Price (as defined in the Certificate) shall be the greater of the original Issue Price ($.005) plus accrued but unpaid dividends and the fair market value of the shares.

 

The 10,000,000 shares of Series A Preferred held by the Magliochetti Trust had accrued and unpaid dividends of approximately $5,100 at October 5, 2012.

 

 

 

 

 

 

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Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

Urban Ag. Corp. (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.

 

Business Overview

 

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. Effective March 31, 2012 (“Effective Date”) the Company entered into a Stock Purchase Agreement (the "UAC Agreement”) with Distressed Asset Acquisitions, Inc. (“DAAI”) to divest itself of all of its ownership of UAC. The UAC Agreement provides that DAAI will pay $100 and assume all liabilities as of the Effective Date for 100% of the stock in UAC.

 

Currently the Company is 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 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 fiscal 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 for all periods included in these condensed consolidated financial statements.

 

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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.

  

RESULTS OF OPERATIONS

 

THREE MONTHS ENDED JUNE 30, 2012 COMPARED TO THREE MONTHS ENDED JUNE 30, 2011

 

NET REVENUES - Net revenues for the three months ended June 30, 2012 decreased by $724,389 or approximately 30% to $1,724,229 from $2,448,618 in the comparable period in 2011.

 

The Company’s decreased revenue in 2012 over the comparable three month period in 2011 consisted of decreased sales in our core asbestos business of approximately $302,000 and decreased sales in our other services of approximately $422,000.

 

COST OF SALES - Cost of sales for the three months ended June 30, 2012 increased by $916,241 or approximately 99% to $1,841,063 from $924,822 in the comparable period in 2011.

 

Cost of sales for the three months ended June 30, 2012 increased to approximately 107% of sales causing a gross loss of $116,834 from 38% of sales, or a $1,523,796 gross profit, for the comparable three month period in 2011. Our cost of sales percentages have historically fluctuated greatly depending on the composition of union and non-union work and on the cost of waste disposal charges. Union work generally has much tighter margins and is generally less profitable to the Company. In addition, the profit margins on fixed bid work can vary greatly and sometimes results in gross losses on those types of jobs compared to jobs that are comprised of, and are billed on, a cost plus basis.

 

Union cost overruns and charges for union labor represented the bulk of the adverse changes in the three months ended June 30, 2012 over the comparable 2011 period. Labor costs increased from approximately 27% of sales for the three months ended June 30, 2011 to approximately 59% of sales for the three months ended June 20, 2012. Union benefit charges increased from approximately 7% of sales to approximately 33% of sale for the same periods.

 

GENERAL AND ADMINISTRATIVE - General and administrative costs for the three months ended June 30, 2012 increased by approximately $236,000 or 48% to $722,052 from $486,335 in the comparable period in 2011.

 

The increase in general and administrative costs consisted primarily of increased indirect salaries and wage costs of approximately $200,000. The balance of the change was comprised of increases and decreases in various general and administrative costs of approximately $36,000.

 

DEPRECIATION - Depreciation for the three months ended June 30, 2012 increased by $15,961 or approximately 106% to $31,070 from $15,109 in the comparable period in 2011.

The change is correlative to increased investment in property plant and equipment in 2012 over the comparable period in 2011.

 

INTEREST, NET OF INTEREST INCOME - Interest expense for the three months ended June 30, 2012 decreased by $115,352 or approximately 49% to $119,640 from $234,992 in the comparable period in 2011.

 

The change in interest expense was attributed to various refinancing activities carrying different terms and rates in the 2012 period compared to the comparable period in 2011.

 

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SIX MONTHS ENDED JUNE 30, 2012 COMPARED TO SIX MONTHS ENDED JUNE 30, 2011

 

NET REVENUES - Net revenues for the six months ended June 30, 2012 increased by $20,486 or approximately 0.6% to $3,542,689 from $3,522,203 in the comparable period in 2011.

 

Although revenue remained relatively flat in 2012 over the comparable 6 month period in 2011, sales in our core asbestos business increased approximately $276,000 and sales in our other services decreased approximately $256,000.

 

COST OF SALES - Cost of sales for the six months ended June 30, 2012 increased by $1,242,467 or approximately 69% to $3,055,564 from $1,813,097 in the comparable period in 2011.

 

Cost of sales increased to approximately 86% of sales from 51% of sales for the comparable period in 2011. Our cost of sales percentages have historically fluctuated greatly depending on the composition of union and non-union work and on the cost of waste disposal charges. Union work generally has much tighter margins and is generally less profitable to the Company. In addition, the profit margins on fixed bid work can vary greatly and sometimes results in gross losses on those types of jobs compared to jobs that are comprised of, and are billed on, a cost plus basis. Most of the increased cost margin for the six months ended June 30, 2012 occurred in the three months ended June 30, 2012.

 

GENERAL AND ADMINISTRATIVE - General and administrative costs for the six months ended June 30, 2012 increased by approximately $806,000 or 75% to $1,873,850 from $1,068,315 in the comparable period in 2011.

 

The increase in general and administrative costs consisted primarily of increased costs of approximately $425,000 in indirect salaries and wages and approximately $227,000 in legal and professional advisory fees. The balance of the change was comprised of increases and decreases in various general and administrative costs of approximately $154,000.

  

DEPRECIATION - Depreciation increased for the six months ended June 30, 2012 increased by $32,653 or approximately 118% to $60,437 from $27,784 in the comparable period in 2011.

 

The change is correlative to increased investment in property plant and equipment in 2012 over the comparable period in 2011.

 

INTEREST, NET OF INTEREST INCOME - Interest expense for the six months ended June 30, 2012 decreased by $192,240 or approximately 53% to $168,591 from $360,831 in the comparable period in 2011.

 

The change in interest expense was attributed to various refinancing activities carrying different terms and rates in the 2012 period compared to the comparable period in 2011.

 

OTHER INCOME - Other income for the six months ended June 30, 2012 was $607,149. There was no other income for the comparable period in 2011. The other income of $607,149 related to a one time gain on the re-financing and discount recognized on the payoff of the Company’s line of credit.

 

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LIQUIDITY AND CAPITAL RESOURNCES

 

At June 30, 2012, we had unrestricted cash of $36,025 and a working capital deficit of approximately $4.6 million. Our financial condition has been materially and adversely affected by certain negative actions taken by our accounts receivable factor.

 

Our ability to continue our business activities as a going concern including continuation of our existing business service lines and funding our strategic growth plans will depend upon, among other things, raising capital from third parties or receiving net cash flows from our existing business operations.

 

The Company plans to meet its financial obligations and commitments for the next 12 months by raising additional capital in the form of debt or equity instruments. In furtherance of that goal, the Company is currently engaged in ongoing discussions with potential investors, however presentations to and discussions with those potential investors in an attempt to provide important funds to the Company have been unsuccessful to date. We are uncertain whether we will be able to obtain any financing, or if we are able to obtain financing that it will be on commercially favorable terms. There can be no assurance that we will be able to obtain financing on any terms. Without these funds, we will be unable to repay our outstanding debt and other current and long-term liabilities.

 

To the extent we are able, if we are able, to obtain additional financing, the proceeds will be applied to pay our current liabilities and for working capital purposes.

 

To the extent that we raise additional capital through the sale of equity or convertible debt securities, dilution of the interests of existing shareholders may occur.  If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations.  Regardless of whether our assets prove to be adequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.

 

On January 9, 2012, the Company executed a Loan Purchase and Sale Agreement with Summitbridge Credit Investments LLC (“Summitbridge”) in order for Summitbridge to acquire certain outstanding loan obligations (the “Obligations”) owed by the recently acquired CCS Environmental Worldwide Inc. in the amount of $2,018,339, which includes the face amount of the underlying loans plus accrued interest and fees (the “Summitbridge Settlement”). Pursuant to the The Summitbridge Settlement,, the Company and Summitbridge agreed to the following: (i) that Summitbridge sell, assign, convey and transfer to the Company, without recourse, representation or warranty all of Summitbridge’s interest in the Obligations; and (ii) the Company to pay Summitbridge the amount of $1,335,000 in consideration thereof . A copy of the Summitbridge Settlement is included as Exhibit 10.15 to this Annual Report on Form 10-K.

 

On January 12, 2012, the Company entered into a Secured Promissory Note and Convertible Preferred Stock Purchase Agreement with Peter S. Johnson, Esq. as Trustee of the Magliochetti Family 2009 Trust DTD 1/12/09 (the “Magliochetti Trust”) whereby the Company and the Magliochetti Trust agreed to the following: (i) the Magliochetti Trust agreed to lend to the Company $950,000 in cash, and (ii) for the Company to issue 10,000,000 shares of Series A Convertible Preferred Stock pursuant to a Certificate of Designation in form and substance acceptable to the Magliochetti Trust and to take all steps necessary and desirable to amend its Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock such that a sufficient number of such shares of common stock shall be reserved for issuance upon conversion of the Series A Preferred Stock.

 

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On March 9th, 2012, the Company, through its operating subsidiaries, CCS Environmental Worldwide Inc., a Delaware Corporation, CSS Environmental Services Inc., a Delaware Corporation, Commonwealth Contracting Services LLC, a Massachusetts limited liability company, and CCS Special Projects LLC, a Massachusetts limited liability company (individually each the “Seller”, or “Sellers”) entered into a Factoring & Security Agreement (the “Factoring Agreement”) with Midland American Capital (“Midland”). As part of the Factoring Agreement, each Seller sold its rights, title and interest in its accounts receivable, with full recourse. The initial value of accounts receivable purchased by Midland was $1,100,002. As of March 31, 2012, the total outstanding accounts receivable of the Company that have been purchased by Midland is $2,317,155. As stipulated in the Factoring Agreement, approximately 80% of the amount of accounts receivable purchased by Midland throughout the term of the Factoring Agreement is funded to each Seller by Midland for operational use and working capital. As of March 31, 2012, the Sellers had been funded a total of $1,672,291 and Midland has received a total of $236,419 in collections from the Sellers’ customers. The Factoring Agreement initial Term began on March 9, 2012 for a one year period and shall be automatically extended for successive one year terms unless each Seller shall provide written notice to Midland of Sellers’ shared intention to terminate whereupon the Factoring Agreement shall terminate on the effective date specified in such notice of termination (such effective date being the “Early Termination Date”). The termination date is the earlier of (i) the Early Termination Date, or (ii) the end of the last Term that was not followed by an extension or renewal under the Factoring Agreement. The Factoring Agreement contains warranties and covenants that must be complied with on a continuing basis. The Purchaser has asserted an event of default under the terms of the Factoring Agreement, as amended. The Company is in the process of an orderly winding down of its obligations under the Factoring Agreement. The Sellers’ obligations under the Factoring Agreement, as amended, have been guaranteed by the Company.

 

Effective March 31, 2012 the Company entered into a Stock Purchase Agreement (the "UAC Agreement”) with Distressed Asset Acquisitions, Inc. (“DAAI”) to divest itself of all ownership of its wholly owned subsidiary, Urban Agricultural Corporation (“UAC”). The UAC Agreement provides that DAAI will pay $100 and assume all liabilities of UAC as of the Effective Date for 100% of the stock in UAC.

 

On June 18, 2012, the Company entered into a Short Term Loan Agreement (“Short Term Loan”) with the Magliochetti Trust whereby the Magliochetti Trust lent $68,000 in cash to the Company at an annual interest rate of 10.3% plus additional consideration consisting of 500,000 shares of the Common Stock of the Company. The loan matured on June 25, 2012. As of October 5, 2012 the Company has not repaid the Short Term Loan.

 

On July 15, 2012, the Company entered into a Promissory Note Agreement with the Magliochetti Trust whereby the Magliochetti Trust lent $500,000 in cash to the Company at an interest rate of 10%. The Promissory Note Agreement is payable on or before December 31, 2012.

 

On July 13, 2012, the Company entered into a Promissory Note Agreement with the Magliochetti Trust whereby the Magliochetti Trust lent $80,000 in cash to the Company at an interest rate of 12%. The Company is currently in default on the terms of the note, having failed to make required monthly interest payments beginning in August 2012, although the lender has not issued a notice and demand for payment to the Company.

 

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Item 3 – Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4 – Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this quarterly report, our Chief Executive Officer and Chief Financial Officer (the "Certifying Officer") conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, (the “1934 Act”), the term "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including the Certifying Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officer has concluded that our disclosure controls and procedures are not effective to ensure that all material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the 1934 Act, and the rules and regulations promulgated there-under.

 

Based upon this evaluation the Certifying Officer has concluded that the following material weaknesses in our disclosure controls and procedures existed as of the end of the period covered by this quarterly report:

 

·Lack of reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.
·Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) under the 1934 Act. The Company's internal control over financial reporting is designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework. Based on our assessment, we believe that, as of March 31, 2012, the Company's internal control over financial reporting is not effective based on those criteria. This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report. Further, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

In the ordinary course of business, we may from time to time be involved in various threatened or actual legal proceedings which the company will vigorously defend. The litigation process is inherently uncertain and it is possible that the outcome of such matters may result in a material adverse effect on the financial condition and/or results of operations of the Company. In the opinion of the management of AQUM, matters currently pending or threatened against the Company are not expected to result in a material adverse effect on our financial position or result of operations.

 

ITEM 1A – RISK FACTORS

 

There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

 

Aside from those risks discussed below, there have been no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 

RISKS RELATED TO OUR BUSINESS

 

If our attempts to secure additional financing are not successful, we will be required to cease or curtail our operations, or obtain funds on unfavorable terms. These factors create a substantial doubt about our ability to continue as a going concern.

 

Our available resources are not sufficient to fund our operations, without additional sources of financing we would not be able to continue our business, and we expect to incur operating losses for the foreseeable future. Consequently, in order to maintain our operations, which we have already curtailed substantially, we will need to access additional equity or debt capital. Securing financing is proving even more difficult than anticipated. These factors create a substantial doubt about our ability to continue as a going concern. In light of our negative stockholders’ equity, there can be no assurance that we will be able to obtain the necessary additional capital on a timely basis or on acceptable terms, if at all, to continue our operations and, to the extent available, to fund the development of our business. In any of such events, the continuation of our operations would be materially and adversely affected and we may have to cease conducting business.

 

As noted above, Urban Ag is in the process of attempting to secure sufficient financing to continue operations. We have been working to obtain financing from outside investors for more than 6 months, but have not yet been successful. In the interim, short-term debt financing provided primarily by a corporate investor has secured all of the company’s assets, and is being utilized to support governance and compliance activities. Additionally, non-payment of professional and other service providers and reduced general spending have been instituted until such time as financing is secured, if ever. If we are unable to obtain financing, we will be required to further curtail our operations or cease conducting business. Given our current level of debt, we do not expect that our stockholders would receive any proceeds if we declare bankruptcy or seek to liquidate the Company.

 

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ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – (REMOVED AND RESERVED)

 

ITEM 5 – OTHER INFORMATION

 

None.

 

ITEM 6 – EXHIBITS

 

Exhibit 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document
101.SCH* XBRL Schema Document
101.CAL* XBRL Calculation Linkbase Document
101.DEF* XBRL Definition Linkbase Document
101.LAB* XBRL Label Linkbase Document
101.PRE* XBRL Presentation Linkbase Document

 

* Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period for the first quarterly period in which detailed footnote tagging is required after the filing date of this Form 10-Q.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Urban Ag Medical Corp.
  (Registrant)
     

 

       
Date: November 28, 2012 By: /s/ Billy V. Ray, Jr.
    Billy V. Ray, Jr.
Chief Financial Officer

 

 

 

 

 

 

 

 

 

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