URBAN AG. CORP

On February 1, 2013, Urban Ag. Corp. (the “Company”) completed the acquisition of 100% of Greenwire Enterprises, Inc.(“Green Wire”) an Oklahoma corporation engaged in the business of infrastructure deployment, integration and maintenance for telecommunications systems providers. Green Wire also owns 100% of Terra Asset Management, Inc. and B & R Telephone LLC. and 49% of Green Wire, Inc, these companies are also engaged in the telecommunications industry. The acquisition was made with a combination of issuance of common stock and seller notes and the assumption of liabilities including notes payable to various individuals in the amount of $2,347,644.50.

On April 19, 2013 the Company entered into a Liability Purchase Agreement with ASC Recap wherein ASC Recap agreed to purchase up to $5,000,000 in bona fide outstanding liabilities held by one or more creditors of the Company. As part of this transaction the Company issued a $25,000 convertible note on April 24, 2013. The Company has issued 63,437,500 shares of its common stock upon the conversion of the $25,000 plus interest under the note. The certificates evidencing the above mentioned shares were issued without legend I that Rule 144 permits the lender to convert debt that is more than six months old.

On October 21, 2013, the Company entered into a Settlement Agreement and Stipulation (the “Agreement”) with ASC Recap LLC (“ASC”) to settle $2,919,541.35 of past due liabilities of the Company. Pursuant to the Agreement the Company agreed to issue ASC shares of its Common Stock (the “Settlement Shares”) in tranches, each with a value equal to $100,000 until the claim amount is satisfied in full. The Settlement Shares shall be priced at 75% of the average closing bid price for the Company’s Common Stock during the twenty (20) trading day period prior to the issuance. The Settlement Shares are to be issued pursuant to the exemption from registration under Section 3(a) (10) of the Securities Act of 1933, as amended. (the “Act”) The terms of Agreement is subject to Court Approval. The parties have agreed to submit the Agreement to a Court for a hearing on the fairness of the terms and conditions, and whether the issuance of the Settlement Shares can be done in accordance with Section 3(a) (10) of the Act. The Agreement shall become binding upon the parties only upon the entry of an order by the Court approving the Agreement.

On February 1, 2013 the Company completed the acquisition of Greenwire Enterprises, Inc. and assumed the debt of its subsidiaries Terra Asset Management, Inc., Green Wire, Inc. and B&R Telephone. The Company has issued an aggregate of 123,428,572 to three unaffiliated entities upon the conversion of $48,500 principal of outstanding indebtedness, in addition to legal fees and interest from June 14, 2013 through November 19, 2013. The original lenders loaned the money to the Subsidiaries of Greenwire Enterprises, Inc. prior to the acquisition on February1, 2013. The certificates evidencing the above mentioned shares were issued without legend in that Rule 144 permits the lender or their assignees to tack back to the date of the debt which was more than six months prior to issuance. 

Effective October 17, 2013, the Board of Directors and a majority of the Company’s shareholders increased the Company's authorized shares of Common Stock, $.0001 par value (“Common Stock”) from 900,000,000 shares to 7,000,000,000 shares. The Amendment to the Certificate of Incorporation of Urban AG. Corp was filed with the State of Delaware Secretary of State Division of Corporations on October 21, 2013 to effectuate the increase in Common Stock.