UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015

For the fiscal year ended June 30, 2014

Commission File Number 000-54118

Urban Hydroponics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA	72-1600437
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

~~4045~~c/o CKR ~~Sheridan~~Law ~~Ave., Suite 433~~LLP

~~Miami~~1330 ~~Beach~~Avenue of the Americas, FL14th ~~33140~~Floor New York, NY 10019

(Address of Principal Executive Offices)

(561) 543-8882

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~☐ No ~~[X]~~☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ~~[ ]~~☐ No ~~[X]~~☒

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 ~~[X]~~☒ No ~~[ ]~~☐

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 (ss.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 ~~[X]~~☒ No ~~[ ]~~☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[X]~~☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "“large accelerated filer,"” "“accelerated filer"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [☐ ] Accelerated Filer [☐ ] Non-accelerated filer [☐ ] Smaller reporting company ~~[X] (Do not check if a smaller reporting company)~~☒

~~Indicate~~(Do not by check ~~mark~~if ~~whether the registrant is~~ a ~~shell~~smaller ~~company~~reporting ~~(as defined in Rule 12b-2 of the Exchange Act~~company)~~. Yes [ X] No [ ]~~

AsIndicate by ofcheck ~~December~~mark ~~31,~~whether ~~2013, there were 34,400,000 shares of~~ the registrant’s ~~common~~is ~~stock,~~a ~~par~~shell ~~value~~company ~~$0.001~~(as ~~per~~defined ~~share,~~in ~~issued~~Rule ~~and outstanding. Of these, 12,400,000 shares were held by non~~12b-~~affiliates~~2 of the ~~registrant~~Exchange Act). ~~The~~ ~~market~~Yes ~~value~~☒ ofNo ~~securities held by non-affiliates on December 31, 2013 has not been computed based upon the fact that no active trading market had been established as of December 31, 2013.~~☐

As of ~~October~~December 1031, 2014, there were 34,400,000 shares of the ~~issuer'~~registrant’s ~~$.001~~common stock, par value ~~common~~$0.001 ~~stock~~per ~~issued~~share, issued and outstanding. Of these, 12,400,000 shares were held by non-affiliates of the registrant. The market value of securities held by non-affiliates on December 31, 2014 was $13,020,000, based on the closing price of $1.05 per share for the registrant’s Common Stock on December 31, 2014.

As of September 30, 2015, there were 34,800,000 shares of common stock at a par value of $0.001 per share, issued and outstanding.

Documents Incorporated by Reference: None

URBAN HYDROPONICS, INC.

TABLE OF CONTENTS

		~~Page No.~~	Page No.
Part I	~~Part I~~
Item 1.	Business	1	2
Item 1A.	Risk Factors	6	8
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties		12
Item 2.	Properties	11
Item 3.	Legal Proceedings		12
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures		12
Item 4.	Mine Safety Disclosures	11
Part II
	Part II
Item 5.	Market for Registrant’s Common Equity & Related Stockholder Matters		13
Item 5.	Market for Registrant's Common Equity & Related Stockholder Matters	12
Item 6	Selected Financial Data		15
Item 6	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition or Results of Operations		16
Item 7.	Management's Discussion and Analysis of Financial Condition or Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		18
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 8.	Financial Statements		18
Item 8.	Financial Statements	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A.	Controls and Procedures		18
Item 9A.	Controls and Procedures	17
Item 9B.	Other Information		20
Item 9B.	Other Information	19
Part III
	Part III
Item 10.	Directors and Executive Officers		20
Item 10.	Directors and Executive Officers	19
Item 11.	Executive Compensation		22
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management		24
Item 12.	Security Ownership of Certain Beneficial Owners and Management	23
Item 13.	Certain Relationships and Related Transactions		24
Item 13.	Certain Relationships and Related Transactions	23
Item 14.	Principal Accounting Fees and Services		25
Item 14.	Principal Accounting Fees and Services	24
Part IV
	Part IV
Item 15.	Exhibits		26
Item 15.	Exhibits	25
Signatures			28
Signatures		26

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of the federal securities laws. The words "“believes,"” "“anticipates,"” "“plans,~~" "~~” “seeks,"” "“expects,"” "“intends"” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The risk factors discussed elsewhere in this Form 10-K could also cause actual results to differ materially from those indicated by the Company'’s forward-looking statements. Urban Hydroponics, Inc. undertakes no obligation to publicly update or revise any forward-looking statements.

ITEM 1. BUSINESS

History

Urban Hydroponics, Inc. (formerly known as Placer Del Mar, Ltd., the “Company”) was incorporated in Nevada on May 13, 2005 for the purpose of mining and mineral exploration. Placer Del Mar, Ltd. had a mineral rights revenue sharing agreement with Mr. Jorge Alberto Almarez to explore a property in Mexico for mainly gold, tungsten, perlite, sulfides, titanium, and silver. Our revenue sharing agreement granted us the right to free access and exploration of the property together with the right to file a mining claim on the property, located 7 miles east of Rosarito, Baja California, Mexico on Avenida Canyon Rosarito, 500 meters east of Machado Cemetery (Longitude: 32 degrees, 21.15 minutes, 10 seconds North, Latitude: 118 degrees, 57.27 minutes, 46 seconds West, Elevation: 174 Meters). We filed a mining claim on April 24, 2006, with the Mexican government. From June 6, 2005, through April 24, 2006, we owned an option which granted us the right to exercise a mining claim on the Almarez property. On April 24, 2006, we exercised the option according to the terms of the option agreement. The terms of the option agreement were: $2,000 was paid to Mr. Almarez for the option, and we were to pay Almarez 10% net smelter returns royalty for any mineralization found on the property. On April 24, 2006, we entered into a new agreement with Almarez, which granted full ownership of the mineral rights located on the Almarez property to us subject to a 1% net smelter returns royalty reserved in favor of Mr. Almarez for any and all minerals extracted by us from the property. Mr. Almarez continued to own the land. Placer Del Mar owned any possible mineralization on the land or beneath the surface subject to the royalty for Almarez.

On December 8, 2010, we entered into a Mineral Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only Mexican shellstone-limestone ("“Conchuela"”) on the property per its rights as Operator and right to appoint a nominee under the Mineral Rights Revenue Sharing Agreement dated April 24, 2006, between us and Mr. Almarez, as amended on December 8, 2010.

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on December 8, 2010), Mr. Almarez granted to us the sole and exclusive right to establish mineral claims on the property, subject to a payment of $400,000 by us to Mr. Almarez, to be paid in equal payments over 60 months in the amount of $6,666, beginning no later than June 1, 2011, for the exclusive right to begin extracting Conchuela from the Property. Such payments would be in lieu of the original 1% Net Smelter Returns royalty originally reserved in favor of Mr. Almarez. Mr. Almarez agreed to extend the payment due date from April 1, 2012 to December 1, 2012. All minerals, other than Conchuela, ~~mined~~ mined or extracted from the Property remain subject to the 1% Net Smelter Returns royalty as stated in the original Mineral Rights Revenue Sharing Agreement.

~~Our~~Until October 5, 2015, our principal executive offices ~~are~~were located at ~~4045~~224 ~~Sheridan~~Datura ~~Ave.~~Street, Suite ~~433~~505, ~~Miami~~West Palm Beach, FL ~~33140~~33401. Our current, interim address is: Care of CKR Law LLP, 1330 Avenue of the Americas, 14th Floor, New York, NY 10019. The telephone number is (561) 543-8882.

Termination of Mining Agreements

In June, 2013, our Board of Directors determined that the Company should cease its mining exploration activities and to refocus our business objectives to seeking, investigating and, if such investigation warrants, engaging in a business combination with a private entity whose business presents an opportunity for our shareholders. Accordingly, as of June 30, 2013, both the Mineral Rights Revenue Sharing Agreement with Mr. Almarez and the Mineral Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos were terminated by the parties, with each party waiving, and relaeasding the other party from, any liabilities or obligations, past or future, under those agreements.

~~Accordingly,~~Our asBusiness of June 30, 2013, both the Mineral Rights Revenue Sharing Agreement with Mr. Almarez and the Mineral Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos were terminated by the parties, with each party waiving, and relaeasding the other party from, any liabilities or obligations, past or future, under those agreements.Plan

~~Our~~We ~~Business~~are ~~Plan~~no longer engaged in the business of mining and mineral exploration. We currently hold no mineral exploration or mining rights and do not currently intend to acquire any.

We ~~are~~intend noto ~~longer~~seek, ~~engaged~~investigate and, if such investigation warrants, engage in ~~the~~a business ofcombination ~~mining~~with ~~and~~a ~~mineral~~private ~~exploration~~entity whose business presents an opportunity for our shareholders. WeOur ~~currently~~objectives ~~hold~~discussed nobelow ~~mineral~~are ~~exploration~~extremely orgeneral ~~mining~~and ~~rights~~are not intended to restrict discretion of our Board of Directors to search for and doenter ~~not~~into ~~currently~~potential ~~intend~~business opportunities or to ~~acquire~~reject any such opportunities.

We ~~intend~~have tono ~~seek,~~particular ~~investigate~~business ~~and,~~combination in ifmind ~~such~~and ~~investigation~~have ~~warrants,~~not ~~engage~~entered ininto aany ~~business~~negotiations ~~combination~~regarding ~~with~~such a ~~private~~combination. ~~entity~~Neither ~~whose~~our ~~business~~officers ~~presents~~nor anany ~~opportunity~~of ~~for~~ our ~~shareholders. Our~~affiliates has ~~objectives~~engaged ~~discussed~~in ~~below~~any ~~are~~negotiations ~~extremely~~with ~~general~~any ~~and~~representative ~~are~~of ~~not~~any ~~intended~~company toregarding ~~restrict~~the ~~discretion~~possibility of an acquisition or combination between our ~~Board~~company ofand ~~Directors~~such toother ~~search~~company. ~~for~~We ~~and~~have ~~enter~~not yet entered into ~~potential~~any ~~business~~agreement, ~~opportunities~~nor do we have any commitment or understanding to ~~reject~~enter ~~any~~into ~~such~~or ~~opportunities~~become engaged in a transaction.

We ~~have~~will nonot ~~particular~~restrict ~~business~~our ~~combination~~potential incandidate target ~~mind~~companies ~~and~~to ~~have~~any ~~not~~specific ~~entered~~business, ~~into~~industry ~~any~~or ~~negotiations~~geographical ~~regarding~~location ~~such~~and, athus, ~~combination~~may acquire any type of business. ~~Neither~~Further, we ~~our~~may ~~officers~~acquire ~~nor~~or ~~any~~combine ofwith ~~our~~a ~~affiliates~~venture ~~has~~that ~~engaged~~is in ~~any~~its ~~negotiations~~preliminary ~~with~~or ~~any~~development ~~representative~~stage, ofone ~~any~~that ~~company~~is ~~regarding~~already ~~the~~in ~~possibility~~operation ofor anone that ~~acquisition~~is orin ~~combination~~a ~~between~~more ~~our~~mature ~~company~~stage ~~and~~of ~~such~~its ~~other~~corporate ~~company~~existence. WeAccordingly, ~~have~~business ~~not~~opportunities ~~yet~~may ~~entered~~be ~~into~~available ~~any~~in ~~agreement~~many different industries and at various stages of development, ~~nor~~all doof wewhich ~~have~~will ~~any~~make ~~commitment~~the ortask ~~understanding~~of tocomparative ~~enter~~investigation ~~into~~and oranalysis ~~become~~of ~~engaged~~such business inopportunities adifficult ~~transaction~~and complex.

We ~~will~~believe ~~not~~that ~~restrict~~there ~~our~~are ~~potential~~numerous ~~candidate~~firms seeking ~~target~~the ~~companies~~perceived tobenefits ~~any specific business, industry or geographical location and, thus, may acquire any type~~ of ~~business. Further, we may acquire or combine with~~ a ~~venture~~publicly ~~that~~registered ~~is in its preliminary or development stage, one that is already in operation or one that is in a more mature stage of its corporate existence~~corporation. ~~Accordingly,~~These ~~business~~benefits ~~opportunities~~are ~~may~~commonly bethought ~~available~~to ininclude ~~many different industries and at various stages of development, all of which will make~~ the ~~task of comparative investigation and analysis of such business opportunities difficult and complex.~~following:

We· ~~believe that there are numerous firms seeking~~ the ~~perceived~~ability ~~benefits~~to ofuse ~~a publicly~~ registered ~~corporation.~~securities ~~These benefits are commonly thought~~ to ~~include~~acquire ~~the~~assets ~~following:~~or businesses;

· ~~the~~increased ~~ability~~visibility toin ~~use~~the ~~registered securities to acquire assets or businesses~~marketplace;

· ~~increased~~greater ~~visibility~~ease inof ~~the~~borrowing ~~marketplace~~from financial institutions;

· ~~greater~~improved ~~ease~~stock oftrading ~~borrowing from financial institutions~~efficiency;

· ~~improved~~greater ~~stock~~shareholder ~~trading efficiency~~liquidity;

· greater ~~shareholder~~ease ~~liquidity~~in subsequently raising capital;

· ~~greater~~ability ~~ease~~to incompensate ~~subsequently~~key ~~raising~~employees ~~capital~~through stock options and other equity awards;

· ~~ability~~enhanced tocorporate ~~compensate~~image; ~~key employees through stock options~~ and ~~other equity awards;~~

· ~~enhanced~~a ~~corporate~~presence ~~image;~~in ~~and~~the United States capital markets.

·We have not conducted market research and are not aware of statistical data to support the perceived benefits of a ~~presence~~merger inor acquisition transaction for the ~~United~~owners ~~States~~of ~~capital~~a business ~~markets~~opportunity.

WeTarget ~~have~~companies ~~not~~potentially ~~conducted~~interested in ~~market~~a ~~research~~business ~~and~~combination ~~are~~with ~~not~~us ~~aware~~may ofinclude ~~statistical data to support~~ the ~~perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.~~following:

~~Target~~· ~~companies~~a ~~potentially~~company ~~interested~~for inwhich a ~~business~~primary ~~combination~~purpose ~~with~~of usbecoming ~~may~~public ~~include~~is the ~~following:~~use of its securities for the acquisition of other assets or businesses;

· a company ~~for~~that ~~which~~is aunable ~~primary~~to ~~purpose~~find ofan ~~becoming~~underwriter ~~public~~of isits ~~the~~securities ~~use~~or ofis ~~its~~unable ~~securities~~to ~~for~~find ~~the~~an ~~acquisition~~underwriter of ~~other~~securities ~~assets~~on orterms ~~businesses~~acceptable to it;

· a company that isdesires ~~unable~~ to ~~find~~become anpublic ~~underwriter~~with less dilution of its ~~securities~~common orstock isthan ~~unable~~would tooccur ~~find~~upon an ~~underwriter~~traditional ofunderwritten ~~securities~~public ~~on terms acceptable to it~~offering;

· a company that ~~desires~~believes tothat ~~become~~it ~~public~~will ~~with~~be ~~less~~able ~~dilution~~to ofobtain ~~its~~investment ~~common~~capital ~~stock~~on ~~than~~more ~~would~~favorable ~~occur~~terms ~~upon~~after anit ~~traditional~~has ~~underwritten~~become public ~~offering~~;

· a foreign company that ~~believes~~may ~~that~~wish itan ~~will~~initial beentry ~~able~~into tothe ~~obtain~~United ~~investment~~States ~~capital~~securities ~~on more favorable terms after it has become public~~markets;

· a ~~foreign~~special situation company, ~~that~~such ~~may~~as ~~wish~~a ancompany ~~initial~~seeking ~~entry~~a ~~into~~public ~~the~~market ~~United~~to ~~States~~satisfy ~~securities~~redemption ~~markets~~requirements under a qualified employee stock option plan; or

· a ~~special situation~~ company, ~~such~~seeking asone aor ~~company~~more ~~seeking~~of athe ~~public~~other ~~market~~mentioned toperceived ~~satisfy~~benefits ~~redemption~~of ~~requirements~~becoming ~~under~~ a ~~qualified~~public ~~employee stock option plan; or~~company.

·The aanalysis ~~company~~of ~~seeking~~new ~~one~~business opportunities will be undertaken by or ~~more~~under the supervision of ~~the~~our ~~other~~executive ~~mentioned~~officers ~~perceived~~and ~~benefits~~directors, none of ~~becoming~~whom is a ~~public~~business ~~company~~analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

~~The~~A ~~analysis~~decision ofto ~~new~~participate or not in a specific business ~~opportunities~~opportunity will be ~~undertaken~~made bybased orupon ~~under~~our analysis of the ~~supervision~~quality of ~~our~~the ~~executive~~prospective ~~officers~~business opportunity’s management and ~~directors~~personnel, ~~none~~its assets, the anticipated acceptability of ~~whom~~products isor marketing concepts, the merit of a proposed business ~~analyst. Therefore,~~plan and itnumerous isother ~~anticipated~~factors that ~~outside~~are ~~consultants~~difficult, orif ~~advisors~~not ~~may~~impossible, beto ~~utilized~~analyze tousing ~~assist~~any usobjective incriteria. ~~the~~We ~~search~~have ~~for~~unrestricted flexibility in seeking, analyzing and ~~analysis~~participating ofin ~~qualified~~potential ~~target~~business ~~companies~~opportunities.

AIn ~~decision~~our efforts to ~~participate~~analyze orpotential ~~not~~acquisition targets, inwe ~~a specific business opportunity~~ will beconsider ~~made based upon our analysis of~~ the ~~quality~~following ofkinds ~~the prospective business opportunity’s management and personnel, its assets, the anticipated acceptability~~ of ~~products or marketing concepts, the merit of a proposed business plan and numerous other~~ factors ~~that are difficult, if not impossible, to analyze using any objective criteria. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.~~:

In· ~~our~~potential ~~efforts~~for togrowth, ~~analyze~~indicated ~~potential~~by ~~acquisition~~new ~~targets~~technology, weanticipated ~~will~~market ~~consider~~expansion ~~the~~or ~~following~~new ~~kinds of factors:~~products;

· ~~potential~~competitive ~~for~~position ~~growth,~~as ~~indicated~~compared byto ~~new~~other ~~technology,~~firms ~~anticipated~~of ~~market~~similar ~~expansion~~size orand ~~new~~experience ~~products~~within the industry segment as well as within the industry as a whole;

· ~~competitive~~strength ~~position~~and asdiversity ~~compared to other firms~~ of ~~similar~~management, ~~size~~either ~~and~~in ~~experience~~place ~~within~~or ~~the~~scheduled ~~industry~~for ~~segment as well as within the industry as a whole~~recruitment;

· ~~strength~~capital requirements and ~~diversity~~anticipated availability of ~~management~~required funds, ~~either~~to inbe ~~place~~provided by us or ~~scheduled~~from ~~for~~operations, ~~recruitment~~through the sale of additional securities, through bank loans or other commercial borrowing arrangements, through joint ventures or similar arrangements or from other sources;

· ~~capital~~the ~~requirements~~cost ~~and anticipated availability~~ of ~~required~~participation ~~funds, to be provided~~ by us oras ~~from~~compared ~~operations,~~to ~~through~~ the ~~sale~~perceived oftangible ~~additional~~and ~~securities,~~intangible ~~through~~values ~~bank~~and ~~loans or other commercial borrowing arrangements, through joint ventures or similar arrangements or from other sources~~potentials;

· the ~~cost~~extent ~~of participation by us as compared~~ to which the ~~perceived~~business ~~tangible~~opportunity ~~and~~can ~~intangible~~be ~~values and potentials~~advanced;

· the ~~extent~~accessibility toof ~~which~~required ~~the~~management ~~business~~expertise, ~~opportunity~~personnel, ~~can~~raw bematerials, ~~advanced~~services, professional assistance and other required items; and

· ~~the accessibility of required management expertise, personnel, raw materials, services, professional assistance and~~ other ~~required~~relevant ~~items; and~~factors.

·In ~~other~~applying ~~relevant~~the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.

InPotentially ~~applying~~available ~~the~~business ~~foregoing~~opportunities may ~~criteria~~occur in many different industries, noand ~~one~~at various stages of development, all of which will bemake ~~controlling,~~the ~~management~~task ~~will~~of ~~attempt~~comparative toinvestigation and ~~analyze~~analysis ~~all~~of ~~factors~~such ~~and~~business ~~circumstances~~opportunities extremely difficult and ~~make~~complex. aDue ~~determination~~to ~~based~~our ~~upon~~limited ~~reasonable~~capital ~~investigative~~available ~~measures~~for ~~and~~investigation, we ~~available~~may ~~data~~not discover or adequately evaluate adverse facts about the opportunity to be acquired.

~~Potentially~~In ~~available~~implementing a structure for a particular business ~~opportunities~~acquisition, we may ~~occur~~become ina ~~many~~party ~~different~~to ~~industries~~a merger, ~~and~~consolidation, atreorganization, ~~various~~joint ~~stages~~venture, oflicensing ~~development,~~agreement ~~all~~or other arrangement with another entity. We also may acquire stock or assets of ~~which~~an ~~will~~existing ~~make~~business. On the ~~task~~consummation of a ~~comparative~~transaction ~~investigation~~it is probable that the present management and ~~analysis~~shareholders of ~~such~~the ~~business~~company ~~opportunities~~will ~~extremely~~no ~~difficult~~longer ~~and~~be ~~complex~~in control of the company. In ~~Due~~addition, tosome ~~our~~or ~~limited~~all ~~capital~~of ~~available~~our ~~for~~officers ~~investigation~~and directors, weas ~~may~~part ~~not~~of ~~discover~~the orterms ~~adequately~~of ~~evaluate~~the ~~adverse~~acquisition ~~facts~~transaction, ~~about~~likely ~~the~~will be ~~opportunity~~required to resign and be ~~acquired~~replaced by one or more new officers and directors without a vote of our shareholders.

InIt ~~implementing~~is aanticipated ~~structure~~that ~~for~~any asecurities ~~particular~~issued in ~~business~~any ~~acquisition,~~such wereorganization ~~may~~would ~~become~~be aissued ~~party~~in toreliance aupon ~~merger,~~exemption ~~consolidation,~~from ~~reorganization,~~registration ~~joint~~under ~~venture,~~applicable ~~licensing~~federal ~~agreement~~and orstate ~~other arrangement with another entity~~securities laws. WeIn ~~also~~some ~~may~~circumstances, ~~acquire~~however, ~~stock~~as ora ~~assets~~negotiated ofelement ~~an existing business. On the consummation~~ of a transaction, itwe ismay ~~probable~~agree ~~that~~to ~~the~~register ~~present~~all ~~management~~or ~~and~~a ~~shareholders~~part of such ~~the~~securities ~~company~~immediately ~~will~~after nothe ~~longer~~transaction beis inconsummated ~~control~~or ofat ~~the~~specified ~~company~~times thereafter. InThe ~~addition,~~issuance ~~some or all~~ of ~~our~~substantial additional ~~officers~~securities and ~~directors,~~their aspotential ~~part~~sale ofinto ~~the~~any ~~terms~~trading ofmarket ~~the~~which ~~acquisition~~may ~~transaction,~~develop ~~likely~~in ~~will~~our besecurities ~~required~~may tohave ~~resign and be replaced by one or more new officers and directors without~~ a ~~vote~~depressive effect ofon ~~our~~that ~~shareholders~~market.

ItWhile isthe ~~anticipated~~actual ~~that~~terms ~~any~~of ~~securities~~a ~~issued~~transaction to inwhich ~~any~~we ~~such~~may ~~reorganization would~~ be ~~issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as~~ a ~~negotiated~~party ~~element~~cannot ofbe ~~a transaction~~predicted, weit may ~~agree~~be toexpected ~~register~~that ~~all~~the orparties ato ~~part of such securities immediately after~~ the business transaction iswill ~~consummated~~find orit atdesirable to ~~specified~~avoid ~~times~~the ~~thereafter. The~~creation ~~issuance~~ of ~~substantial~~a ~~additional~~taxable ~~securities~~event and ~~their~~thereby ~~potential~~structure ~~sale~~the ~~into~~acquisition ~~any~~as ~~trading~~a ~~market~~“tax-free” ~~which~~reorganization ~~may~~under Sections ~~develop~~351 inor ~~our~~368 ~~securities~~of ~~may~~the ~~have~~Internal aRevenue ~~depressive~~Code ~~effect~~of on1986, ~~that~~as ~~market a~~amended.

~~While~~With ~~the~~respect ~~actual~~to ~~terms~~any ofmerger aor ~~transaction~~acquisition, negotiations towith ~~which~~target wecompany ~~may~~management beare aexpected ~~party~~to ~~cannot~~focus beon ~~predicted,~~the itpercentage ~~may~~of beour ~~expected~~company that the ~~parties~~target tocompany ~~the~~shareholders would ~~business~~acquire ~~transaction~~in ~~will~~exchange ~~find~~for itall ~~desirable~~of totheir ~~avoid~~shareholdings in the ~~creation~~target ofcompany. Depending aupon, ~~taxable~~among ~~event~~other things, the target company’s assets and ~~thereby~~liabilities, ~~structure~~our ~~the~~existing ~~acquisition~~shareholders aswill in all likelihood hold a ~~“tax-free”~~substantially ~~reorganization~~lesser ~~under~~percentage ownership ~~Sections~~interest ~~351~~in our company following any merger or ~~368~~acquisition. The percentage ownership of our existing shareholders may be subject to significant reduction in the ~~Internal~~event ~~Revenue~~we ~~Code~~acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of ~~1986,~~shares asheld ~~amended~~by our shareholders at such time.

~~With~~We ~~respect~~will toparticipate ~~any~~in ~~merger~~a orbusiness ~~acquisition,~~opportunity only ~~negotiations~~after ~~with~~the ~~target~~negotiation ~~company~~and ~~management~~execution ~~are~~of ~~expected~~appropriate toagreements. Although ~~focus on~~ the ~~percentage~~terms of ~~our~~such ~~company~~agreements ~~that~~cannot ~~the~~be ~~target~~predicted, generally ~~company~~such ~~shareholders~~agreements ~~would~~will ~~acquire~~require incertain ~~exchange~~representations ~~for~~and ~~all~~warranties of ~~their shareholdings in~~ the ~~target~~parties ~~company. Depending upon~~thereto, ~~among~~will ~~other~~specify ~~things,~~certain ~~the~~events of ~~target company’s assets and liabilities~~default, ~~our existing shareholders~~ will indetail ~~all~~the ~~likelihood~~terms ~~hold~~of aclosing ~~substantially~~and ~~lesser~~the ~~percentage~~conditions ~~ownership~~which ~~interest~~must ~~in our company following any merger or acquisition. The percentage ownership of our existing shareholders may~~ be ~~subject~~satisfied toby ~~significant reduction in~~ the ~~event~~parties weprior ~~acquire~~to aand ~~target~~after ~~company~~such closing, ~~with~~will ~~substantial~~outline ~~assets. Any~~the ~~merger~~manner orof ~~acquisition~~bearing ~~effected~~costs, byincluding uscosts ~~can~~associated bewith ~~expected~~our toattorneys ~~have~~and aaccountants, ~~significant~~and ~~dilutive~~will ~~effect~~include miscellaneous onother ~~the percentage of shares held by our shareholders at such time~~terms.

We ~~will~~are ~~participate~~presently insubject ato ~~business~~the ~~opportunity~~reporting requirements ~~only~~included ~~after~~of the ~~negotiation~~Securities ~~and~~Exchange ~~execution~~Act of ~~appropriate~~1934 ~~agreements~~(the “Exchange Act”). ~~Although~~Included ~~the~~in ~~terms~~these ofrequirements is ~~such~~our ~~agreements~~duty ~~cannot~~to befile ~~predicted,~~with ~~generally~~the ~~such~~Securities ~~agreements~~and ~~will~~Exchange ~~require~~Commission ~~certain~~(“SEC”) ~~representations~~as ~~and~~part ~~warranties~~ of ~~the~~a ~~parties~~Current ~~thereto,~~Report ~~will~~on ~~specify~~Form ~~certain~~8-K ~~events~~after consummation of ~~default,~~a ~~will~~merger ~~detail~~or ~~the~~acquisition ~~terms~~audited offinancial ~~closing~~statements ~~and~~of the ~~conditions~~business ~~which~~acquired ~~must~~and bepro ~~satisfied~~forma byfinancial ~~the~~information. If ~~parties~~such ~~prior~~audited tofinancial statements and ~~after~~pro ~~such~~forma financial information are not available at closing, ~~will~~or ~~outline~~within time parameters necessary to insure our compliance with the ~~manner~~requirements of ~~bearing~~the ~~costs~~Exchange Act, ~~including~~or ~~costs~~if ~~associated~~the ~~with~~audited ~~our~~financial ~~attorneys~~statements ~~and~~provided ~~accountants~~do not conform to the representations made by the target company, ~~and~~the closing documents may provide that the proposed transaction will ~~include~~be ~~miscellaneous~~voidable ~~other~~at ~~terms~~the discretion of our present management.

WeIt ~~are~~is ~~presently~~anticipated ~~subject~~that to the investigation ~~reporting requirements included~~ of ~~the~~specific ~~Securities~~business ~~Exchange~~opportunities ~~Act~~and ~~of 1934 (~~the ~~“Exchange~~negotiation, ~~Act”). Included~~drafting ~~in these requirements is our duty to file with the Securities~~ and ~~Exchange~~execution ~~Commission (“SEC”) as part~~ of arelevant ~~Current~~agreements, disclosure ~~Report~~documents onand ~~Form~~other ~~8-K~~instruments ~~after~~will ~~consummation~~require ofsubstantial amanagement ~~merger~~time orand ~~acquisition~~attention ~~audited~~and ~~financial~~substantial ~~statements~~cost offor accountants, ~~the~~attorneys ~~business acquired~~ and ~~pro forma financial information~~others. If ~~such~~a ~~audited~~decision ~~financial~~is ~~statements~~made ~~and~~not ~~pro~~to ~~forma~~participate ~~financial~~in ~~information~~a ~~are~~specific ~~not~~business ~~available at closing~~opportunity, orthe costs ~~within~~theretofore ~~time~~incurred ~~parameters~~in ~~necessary~~the torelated ~~insure~~investigation ~~our~~would ~~compliance~~not ~~with~~be ~~the~~recoverable. ~~requirements of the Exchange Act~~Furthermore, oreven if ~~the~~an ~~audited~~agreement ~~financial~~is reached ~~statements~~for ~~provided do not conform to~~ the ~~representations~~participation ~~made~~in bya ~~the~~specific ~~target~~business ~~company~~opportunity, the ~~closing~~failure ~~documents~~to ~~may~~consummate ~~provide~~ that ~~the proposed~~ transaction ~~will~~may beresult ~~voidable~~in our atloss ~~the discretion~~ of ~~our~~the ~~present~~related ~~management~~costs incurred.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.5

4We do not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination.

We ~~do not~~ intend to ~~undertake~~continue ~~any efforts~~ to ~~cause~~comply awith ~~market~~the reporting torequirements ~~develop~~of inthe ~~our~~Exchange ~~securities,~~Act ~~either~~for ~~debt~~so orlong ~~equity,~~as ~~until~~ we ~~have~~are ~~successfully~~subject ~~concluded~~to athose ~~business combination~~requirements.

WeRecent ~~intend to continue to comply with the reporting requirements of the Exchange Act for so long as we are subject to those requirements.~~Developments

~~Recent~~Non-Binding ~~Developments~~Term Sheet

~~Non~~On May 5, 2014, Valor Invest Ltd. (“Valor”), on our behalf, signed a non-~~Binding~~binding ~~letter~~term sheet (the “Term Sheet”) with 0838373 B.C. Ltd., a British Columbia corporation (“Numbered Company”), Urban Cultivator Inc., a British Columbia corporation (“UC”), BC Northern Lights Enterprises Ltd., a British Columbia corporation (“BCNL”), and W3 Metal Inc., a British Columbia corporation (“W3,” and together with Numbered Company, UC and BCNL, the “Target Companies”), regarding a possible business combination (the “Merger”) involving these companies. The Target Companies are private companies engaged in the business of ~~Intent~~manufacturing and selling commercial and residential hydroponic growing systems.

OnBinding ~~May 5, 2014, we signed a non-binding~~ letter of ~~intent (the “Letter of~~ Intent”) with Urban Cultivator Inc., a British Colombia corporation (“UC”), BC Northern Lights Enterprises Ltd., a British Colombia corporation (“BCNL”), and W3 Metal Inc., a British Colombia corporation (“W3,” and together with UC and BCNL, the “Target Companies”), regarding a possible business combination (the “Merger”) involving these three companies. The Target Companies are private companies engaged in the business of manufacturing and selling commercial and residential hydroponic growing systems. At this stage, no definitive terms of the Merger have been agreed to, and none of the parties is currently bound to proceed with any transaction.

~~Name~~On ~~Change~~October 3, 2014, we signed a Binding Letter of Intent (LOI), as amended on October 31, 2014 and February 23, 2015, to revise the terms of the proposed Merger with the Target Companies. This LOI replaced the non-binding Term Sheet dated May 5, 2014 and Valor was not a party to the LOI.

~~With~~Pursuant to the ~~permission~~LOI, it is contemplated that a newly-formed, wholly-owned Canadian subsidiary (“Pubco”) of the ~~Target~~Company will merge with and into the Target Companies, as a result of which the Target Companies will become wholly-owned subsidiaries of the Company. ~~changed~~In ~~its~~connection ~~name~~with the LOI, as amended, and pursuant to ~~Urban~~its ~~Hydroponics~~terms, ~~Inc.~~the Company agreed to ~~facilitate~~provide ~~our~~bridge ~~discussions~~financing ~~with~~(the “Bridge Financing”) to the Target Companies for working capital purposes. ~~Our~~ To ~~new~~date, ~~name~~the ~~was~~Company ~~declared~~has ~~effective~~provided the Target Companies with an aggregate of $1,226,000 in Bridge Financing. The secured promissory notes issued by the ~~Financial~~Target ~~Industry~~Companies ~~Regulatory~~in ~~Authority~~the ~~(“FINRA”)~~Bridge asFinancing bear ofinterest ~~July~~at 10,% ~~2014,~~per annum and ~~FINRA~~are ~~approved~~secured ~~our~~by ~~new~~a ~~ticker~~perfected ~~symbol~~security ~~which~~interest isin ~~“URHY~~all of the assets of the Target Companies, subject to certain limited exceptions.”

~~Authorized~~To ~~Capital~~finance ~~Increase~~the Bridge Financing and to provide working capital to the Company, the Company has sold an aggregate of $1,970,000 of its 10% Secured Convertible Promissory Notes (the “Investor Notes”) in a private placement to non-US persons in a number of closings from May 21, 2014 through August 5, 2015 (the “Notes Offering”), as further discussed below under “Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales if Unregistered Securities.” We paid a finder $50,000 for introducing the purchasers of the Investor Notes to us.

In addition to the ~~inclusion~~Notes ofOffering, the Company ~~name~~intends ~~change,~~to weengage ~~amended~~in ~~and~~an ~~restated~~additional ~~our~~private ~~Articles~~placement of ~~Incorporation~~its tosecurities ~~increase~~for ~~our~~at ~~authorized~~least ~~capital~~an ~~stock~~additional ~~from 50~~$1,000,000 ~~shares~~in ofgross ~~common stock~~ proceeds to ~~300,000,000~~the ~~shares~~Company of(the ~~common~~“Subsequent ~~stock~~Offering”) ~~and~~for ~~from~~working nocapital ~~shares~~use ofpost-Merger ~~undesignated,~~closing. ~~“blank~~The ~~check”~~closing ~~preferred~~of ~~stock~~the toSubsequent Offering ~~10,000,000~~and ~~shares~~the closing of ~~such~~the ~~preferred~~Merger ~~stock. The~~is ~~par value of~~ each ofa ~~these~~condition ~~classes~~precedent ofto ~~stock~~the ~~is $0~~other.~~001~~ ~~per~~There ~~share.~~can ~~These~~be ~~changes~~no ~~were~~assurances, ~~approved~~however, bythat the Merger ~~shareholder~~and (the ~~“Majority~~Subsequent ~~Shareholder”)~~Offering ~~holding~~will aclose ~~majority~~as ofcurrently ~~our~~planned ~~outstanding~~or ~~voting~~at ~~capital stock~~all.

~~Forward~~Although the ~~stock~~original ~~Split~~LOI provides that the proposed Merger was expected to close on or before November 30, 2014, there has been a delay in the preparation of the audited financial statements of the Target Companies for the two fiscal years ended October 31, 2014 and it is now expected that the proposed Merger will close on or before October 31, 2015. There can be no certainty, however, that the Merger will close on that date or at all, that any transactions will be consummated with the Target Companies or that any other business projects will be identified and consummated. The Merger is subject to, among other things, the completion and delivery by the Target Companies to the Company, and the acceptance as satisfactory by the Company, of two year audited and six-month interim consolidated financial statements of the Target Companies.

On May 28, 2014, our Board of Directors approved a 20-for-1 forward stock split on our common stock outstanding in the form of a dividend, with a Record Date of June 19, 2014. FINRA approved the forward split with a payment date of June 19, 2014 (the “Payment Date”), an ex-dividend date of June 20, 2104 and a due bill date of June 24, 2014.6

~~This~~Because ~~stock~~of ~~split~~the delay in the ~~form~~closing of the aMerger, ~~dividend~~nineteen ~~entitled~~(19) ~~each~~of ~~common~~the ~~stock~~Investor ~~shareholder~~Notes asin the aggregate principal amount of $970,000 have reached their maturity dates (some of which were previously extended) and are now due and payable in full along with accrued and unpaid interest. Because these Investor Notes are now in default, the ~~Record~~interest ~~Date~~rate on the Investor Notes has begun to ~~receive~~accrue ~~nineteen~~at ~~(19)~~an ~~additional~~annual ~~shares~~rate of ~~our~~12% ~~common~~from ~~stock~~the date ~~for~~of ~~each~~default. ~~one~~The Company is in the process of asking the purchasers of these Investor Notes to agree to extend the maturity dates on these Investor Noes to a date after the currently projected closing date of the Merger (1October 31, 2015), ~~share~~but ~~owned~~there can be no assurance that any of these purchasers will agree to such an extension. ~~Additional~~ ~~shares~~If ~~issued~~one asor amore ~~result~~of the purchasers of the ~~stock~~Investor Notes ~~split~~demands ~~were~~payment ~~distributed~~of the principal and accrued interest on ~~the~~his ~~Payment~~defaulted ~~Date~~Investor Note, we might not be able to meet such demand.

~~Equity~~Because ~~Incentive~~of ~~Plan~~the ~~Amendment~~delay in the closing of the proposed Merger, our loans to the Target Companies in the aggregate amount of $1,000,000 became due and payable to us between January 20, 2015 and February 4, 2015. Under the terms of the LOI amendment dated February 23, 2015, we extended the maturity dates on these loans to May 31, 2015. Although these loans are now due and payable, we expect to further amend the LOI to further extend the maturity dates on these loans to a date after the expected closing date of the Merger. Because $1,000,000 of the loans to the Target Companies are now in default, we may be obligated to exercise our rights under the General Security Agreement with the Target Companies if we are not able to extend the maturity dates on the Investor Notes that are now in default.

OnUpon ~~May 31, 2014, our Majority Shareholder approved an amendment (~~the ~~“2012~~closing ~~Plan Amendment”) to our 2012 Equity Incentive Plan (the “2012 Plan”). Pursuant to the 2012 Plan Amendment, the number~~ of ~~shares of our common stock reserved for issuance under~~ the ~~2012 Plan has been reduced to 380~~Merger,~~000~~ ~~from 7,000,000 shares. This reduction was adopted~~ in ~~view~~accordance with ~~of our 20 for 1 forward stock split in~~ the ~~form~~terms of athe ~~dividend~~LOI, ~~which,~~all ~~taking~~loans ~~into~~to ~~account~~ the ~~automatic~~Target ~~adjustment~~Companies ~~provisions~~under ~~for stock dividends set forth in Section 14(a)(iii) of~~ the ~~2012~~Bridge ~~Plan~~Financing, ~~has~~including ~~resulted~~accrued inand 7unpaid interest,~~600,000~~ will ~~shares~~be offorgiven. ~~our~~There ~~common~~can ~~stock~~be ~~being~~no ~~available~~guarantee, ~~for~~however, ~~grant~~that ~~under~~ the ~~2012~~Merger ~~Plan~~will ~~following effectiveness of the proposed forward stock split~~close.

5Competition

~~Competition~~We expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity. The primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.

WeCompliance ~~expect to encounter substantial competition in our efforts to identify and consummate a transaction~~ with aGovernment business opportunity. The primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.Regulation

~~Compliance~~Since ~~with~~the ~~Government~~Mineral ~~Regulation~~Rights Revenue Sharing Agreement and the Mineral Extraction Agreement are now terminated, we may have some residual obligations for re-contouring and re-vegetation of disturbed surface areas or other remediation work on that property. It is not possible to estimate the potential costs of such work, if any, at this time. Except as discussed above, we are currently not subject to any material governmental regulations.

~~Since~~Research ~~the Mineral Rights Revenue Sharing Agreement~~ and ~~the~~Development ~~Mineral~~Costs ~~Extraction~~During The ~~Agreement~~Last ~~are~~Two now terminated, we may have some residual obligations for re-contouring and re-vegetation of disturbed surface areas or other remediation work on that property. It is not possible to estimate the potential costs of such work, if any, at this time. Except as discussed above, we are currently not subject to any material governmental regulations.Years

~~Research~~The ~~and~~Company ~~Development~~has ~~Costs~~not ~~During~~expended ~~The~~funds ~~Last~~for research ~~Two~~and ~~Years~~development costs since inception.

~~The~~Number ~~Company~~of ~~has not expended funds for research and development costs since inception.~~Employees

~~Number~~The Company’s only current employee is its sole officer, Frank Terzo, who will devote as much time as the Board of ~~Employees~~Directors determines is necessary to manage the affairs of the Company.

~~The~~Reports ~~Company’s only current employee is its sole officer, Frank Terzo, who will devote as much time as the Board of Directors determines is necessary~~ to ~~manage~~Security ~~the affairs of the Company.~~Holders

~~Reports~~We are subject to ~~Security~~disclosure ~~Holders~~filing requirements under the Exchange Act, including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We are subject to disclosure filing requirements under the Exchange Act, including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.7

ITEM 1A. RISK FACTORS

THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. YOU ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT ON FORM 10-K, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you may lose all or part of your investment in our company.

We are a development stage company and may never be able to effectuate our business plan.

6We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. As a development stage company with limited resources we may not be able to successfully effectuate our business plan. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business.

We ~~intend~~require financing to ~~seek,~~acquire ~~investigate~~ businesses and, ifimplement ~~such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for~~ our ~~shareholders. As a development stage company with limited resources we may not be able to successfully effectuate our~~ business plan. ~~There~~We ~~can~~cannot beassure noyou ~~assurance~~ that we will ~~ever~~be ~~achieve~~successful ~~any~~in ~~revenues~~obtaining financing or ~~profitability. The~~acquiring ~~revenue~~businesses, or ~~and~~in ~~income potential of our proposed business and operations is unproven as the lack of~~ operating ~~history~~those ~~makes~~acquired itbusinesses ~~difficult~~in toa ~~evaluate~~profitable ~~the future prospects of our business~~manner.

WeThe ~~require~~extended ~~financing~~delay toin ~~acquire~~the ~~businesses~~closing of ~~and implement~~ our ~~business~~proposed ~~plan. We~~merger ~~cannot~~with ~~assure~~the ~~you~~Target ~~that~~Companies wecould ~~will~~result ~~be successful~~ in ~~obtaining~~the ~~financing~~failure orof ~~acquiring~~our ~~businesses, or in operating those acquired businesses in a profitable manner~~business.

WeBecause ~~expect~~of ~~losses~~the delay in the ~~future~~closing ~~because~~of the Merger, nineteen (19) of the Investor Notes in the aggregate principal amount of $970, 000 have reached their previously amended maturity dates and are now in default. Also, our loans to the Target Companies in the aggregate amount of $1,000,000 became due and payable on May 31, 2015 and are now in default as well. If the purchasers of the Investor Notes in default do not agree to extend the maturity dates on those notes, we will not be able to repay those notes without raising additional capital, which capital might not be available to us. As a result, we might be forced to exercise our rights under our security agreement with the Target Companies to take possession of the Target Companies collateral (as that term is defined in the security agreement). In any case, we might not be able to repay the purchasers of the defaulted Investor Notes in full or at all. Such an outcome would have noan ~~revenue~~extremely deleterious impact on our business.

AsWe weexpect ~~have no current revenue, we are expecting~~ losses ~~over~~in the ~~next~~future ~~12 months~~ because we ~~do not yet~~ have any revenues to offset the expenses associated with our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operationsrevenue.

IfAs ~~our~~we ~~business~~have ~~plans~~no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we ~~may~~will not be able to earn profits or continue operations. There is no history upon which to base any assumption as ato ~~going~~the ~~concern~~likelihood that we will prove successful, and ~~our~~we ~~stockholders~~can ~~may~~provide ~~lose~~investors ~~their~~with ~~entire~~no ~~investment~~assurance inthat uswe will generate any operating revenues or ever achieve profitable operations.

~~Since~~If ~~inception,~~our webusiness ~~have~~plans ~~had~~are nonot ~~revenues and incurred a cumulative net loss of $468~~successful,~~696~~ we ~~through~~may ~~June~~not ~~30,~~be ~~2014. This~~able ~~raises substantial doubt about our ability~~ to continue operations as a going concern~~. We~~ will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and ~~consummate a business combination. If we cannot continue as a going concern,~~ our stockholders may lose their entire investment in us.

~~Future~~Since ~~success~~inception, iswe ~~highly~~have ~~dependent~~had onno ~~the~~revenues and ~~ability~~incurred a cumulative net loss of ~~management~~$1,297,717 through June 30, 2015. This raises substantial doubt about our ability to continue ~~locate~~as ~~and~~a ~~attract~~going concern. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable ~~acquisition~~business opportunity and consummate a business combination. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. In the event we complete a business combination the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify a target company and consummate a business combination.8

~~There~~Future success is ~~competition~~highly ~~for~~dependent on ~~those~~the ~~private~~ability ~~companies~~of ~~suitable~~management ~~for~~to alocate ~~merger~~and orattract ~~combination~~a ~~transaction~~suitable ~~of the type contemplated by management~~acquisition.

WeThe ~~are~~success inof aour ~~highly~~proposed ~~competitive~~plan ~~market~~of ~~for~~operation will adepend ~~small~~to ~~number~~a ofgreat ~~business~~extent ~~opportunities~~on ~~which~~the ~~could~~operations, ~~reduce~~financial ~~the~~condition ~~likelihood~~and management of ~~consummating~~the aidentified ~~successful~~target ~~business combination~~company. WeWhile business ~~are~~combinations ~~and~~with ~~will~~entities ~~continue~~having toestablished beoperating anhistories ~~insignificant~~are ~~participant~~preferred, inthere ~~the~~can ~~business~~be ofno ~~seeking~~assurance ~~mergers~~that ~~with,~~we ~~joint~~will be ~~ventures~~successful ~~with~~in ~~and~~locating ~~acquisitions~~candidates ofmeeting ~~small~~such ~~private and public entities~~criteria. AThe ~~large~~decision ~~number~~to ofenter ~~established~~into ~~and~~a ~~well-financed~~business ~~entities,~~combination ~~including~~will ~~small~~likely be ~~public~~made ~~companies~~without ~~and~~detailed ~~venture~~feasibility ~~capital~~studies, ~~firms~~independent analysis, ~~are~~market ~~active~~surveys inor ~~mergers~~similar ~~and~~information ~~acquisitions~~which, ofif ~~companies~~we ~~that~~had ~~may~~more funds beavailable ~~desirable~~to ~~target~~it, ~~candidates~~would ~~for~~be usdesirable. ~~Nearly~~In ~~all~~the ~~these~~event ~~entities~~we ~~have~~complete ~~significantly~~a ~~greater~~business ~~financial~~combination ~~resources,~~the ~~technical~~success ~~expertise~~of ~~and~~our ~~managerial capabilities than we do; consequently, we~~ operations will be atdependent aupon ~~competitive~~management ~~disadvantage~~of inthe ~~identifying~~target ~~possible~~company ~~business opportunities~~ and ~~successfully~~numerous ~~completing~~other afactors ~~business~~beyond ~~combination~~our control. ~~These~~We ~~competitive~~cannot ~~factors~~assure ~~may~~you that ~~reduce~~we ~~the~~will ~~likelihood~~identify ofa ~~our~~target ~~identifying~~company and ~~consummating~~consummate a ~~successful~~ business combination.

7There is competition for those private companies suitable for a merger or combination transaction of the type contemplated by management.

We ~~have~~are ~~not~~in ~~conducted~~a highly competitive market ~~research~~for a tosmall ~~identify~~number of business opportunities, which ~~may~~could ~~affect~~reduce ~~our~~the ~~ability~~likelihood toof ~~identify~~consummating a successful business combination. We are and will continue to ~~merge~~be an insignificant participant in the business of seeking mergers with, orjoint ~~acquire~~ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

We have ~~neither~~not conducted ~~nor have others made available to us results of~~ market research to ~~concerning~~identify ~~prospective~~ business opportunities~~. Therefore~~, wewhich have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may beaffect ~~expected~~our ~~that~~ability any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to ~~acquire~~identify a business ~~opportunity on terms favorable~~ to ~~us. Decisions~~merge aswith ~~to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote~~ or ~~approval of our stockholders~~acquire.

~~Management~~We ~~intends~~have neither conducted nor have others made available to ~~devote~~us ~~only~~results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a ~~limited~~merger ~~amount~~or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of ~~time~~risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to ~~seeking~~acquire a ~~target~~business ~~company,~~opportunity on terms favorable to us. Decisions as to which ~~may~~business ~~adversely~~opportunity ~~impact~~to participate in will be unilaterally made by our ~~ability~~management, towhich ~~identify~~may act awithout ~~suitable~~the ~~acquisition~~consent, ~~candidate~~vote or approval of our stockholders.

~~While~~Management ~~seeking~~intends ato ~~business~~devote ~~combination,~~only a ~~management~~limited ~~anticipates~~amount ~~devoting~~of ~~very limited~~ time to ~~our~~seeking ~~affairs in total. None of our officers has entered into~~ a ~~written~~target ~~employment~~company, ~~agreement~~which ~~with us and is not expected to do so in the foreseeable future. This limited commitment~~ may adversely impact our ability to identify ~~and consummate~~ a ~~successful~~suitable ~~business combination~~acquisition candidate.

WeWhile ~~are~~seeking ~~dependent~~a onbusiness ~~the~~combination, ~~services~~management anticipates ofdevoting ~~our~~very ~~executive~~limited ~~officers~~time to ~~obtain capital required to implement~~ our ~~business~~affairs ~~plan~~in ~~and for identifying, investigating, negotiating and integrating potential acquisition opportunities~~total. ~~The~~None ~~loss~~ of ~~services~~our ofofficers ~~senior~~has ~~management~~entered ~~could~~into ~~have~~ a ~~substantial~~written ~~adverse~~employment agreement ~~effect~~with on us~~. The~~ ~~expansion~~and ofis ~~our~~not ~~business~~expected ~~will be largely contingent on our ability~~ to ~~attract~~do ~~and~~so ~~retain~~in ~~highly~~the ~~qualified~~foreseeable ~~corporate and operations level management team~~future. WeThis ~~cannot~~limited ~~assure~~commitment ~~you~~may ~~that~~adversely weimpact ~~will~~our ability ~~find suitable management personnel or will have financial resources~~ to ~~attract~~identify orand ~~retain~~consummate ~~such~~a ~~people~~successful ifbusiness ~~found~~combination.

~~The~~We ~~time~~are dependent on the services of our executive officers to obtain capital required to implement our business plan and ~~cost~~for identifying, investigating, negotiating and integrating potential acquisition opportunities. The loss of ~~preparing~~services of senior management could have a ~~private~~substantial ~~company~~adverse effect on us. The expansion of our business will be largely contingent on our ability to ~~become~~attract aand ~~public~~retain ~~reporting~~highly ~~company~~qualified corporate ~~may~~and ~~preclude~~operations uslevel ~~from~~management ~~entering~~team. We ~~into~~cannot aassure ~~merger~~you that we will find suitable management personnel or ~~acquisition~~will have ~~with~~financial ~~the~~resources ~~most~~to ~~attractive~~attract ~~private~~or ~~companies~~retain such people if found.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited financial statements for the company acquired. 9

The time and ~~additional~~cost ~~costs~~of ~~that~~preparing ~~may~~a private becompany ~~incurred~~to bybecome ~~some~~a ~~target~~public ~~entities~~reporting tocompany ~~prepare these statements~~ may ~~significantly delay or essentially~~ preclude ~~consummation~~us offrom anentering ~~acquisition. Otherwise~~into ~~suitable~~a ~~acquisition~~merger ~~prospects that do not have~~ or ~~are unable to obtain the required audited statements may be inappropriate for~~ acquisition sowith ~~long as~~ the ~~reporting~~most ~~requirements~~attractive private ~~of the Exchange Act are applicable~~companies.

WeTarget companies that fail to comply with SEC reporting requirements may bedelay ~~subject~~or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to ~~further~~provide ~~government~~certain ~~regulation~~information ~~which~~about ~~would~~significant ~~adversely~~acquisitions, ~~affect~~including ~~our~~audited ~~operations~~financial statements for the company acquired.

~~Although~~The wetime ~~will~~and beadditional ~~subject~~costs tothat ~~the~~may be ~~reporting~~incurred ~~requirements~~by ~~under~~some ~~the~~target ~~Exchange~~entities ~~Act, management believes we will not be subject~~ to ~~regulation~~prepare ~~under~~these ~~the~~statements ~~Investment~~may ~~Company~~significantly ~~Act~~delay ofor ~~1940,~~essentially aspreclude ~~amended~~consummation ~~(the “Investment Company Act”), since we will not be engaged in the business~~ of an ~~investing or trading in securities~~acquisition. IfOtherwise wesuitable ~~engage~~acquisition inprospects ~~business combinations~~ that ~~result~~do innot ~~our~~have ~~holding~~or ~~passive~~are ~~investment~~unable ~~interests in a number of entities, we could be subject~~ to ~~regulation~~obtain ~~under~~ the ~~Investment Company Act. If so, we could be~~ required toaudited ~~register~~statements may ~~as an investment company and could~~ be ~~expected~~inappropriate tofor ~~incur~~acquisition ~~significant~~so ~~registration~~long ~~and compliance costs. We have obtained no formal determination from the SEC~~ as ~~to our status under~~ the ~~Investment~~reporting ~~Company~~requirements ~~Act and, consequently, violation~~ of the ~~Investment~~Exchange ~~Company~~ Act ~~could~~are ~~subject us to material adverse consequences~~applicable.

~~Any~~We ~~potential~~may ~~acquisition~~be orsubject ~~merger~~to ~~with~~further agovernment regulation ~~foreign~~which ~~company~~would ~~may~~adversely ~~subject~~affect usour ~~to additional risks~~operations.

IfAlthough we ~~enter~~will ~~into~~be asubject ~~business~~to ~~combination~~the ~~with~~reporting requirements aunder ~~foreign~~the ~~concern~~Exchange Act, management believes we will not be subject to ~~risks~~regulation ~~inherent~~under inthe ~~business~~Investment ~~operations~~Company ~~outside~~ Act of 1940, as amended (the ~~United~~“Investment ~~States~~Company Act”), since we will not be engaged in the business of investing or trading in securities. ~~These~~If ~~risks~~we ~~include,~~engage ~~for~~in ~~example,~~business ~~currency~~combinations ~~fluctuations,~~that ~~regulatory~~result ~~problems,~~in ~~punitive~~our ~~tariffs,~~holding ~~unstable~~passive ~~local~~investment ~~tax~~interests ~~policies,~~in ~~trade~~a ~~embargoes~~number of entities, ~~risks~~we ~~related~~could tobe ~~shipment~~subject ofto ~~raw~~regulation ~~materials~~under ~~and~~the ~~finished~~Investment ~~goods~~Company ~~across~~Act. If ~~national~~so, ~~borders~~we ~~and~~could ~~cultural~~be ~~and~~required ~~language~~to ~~differences. Foreign~~register as ~~economies~~an ~~may~~investment ~~differ~~company ~~favorably~~and orcould ~~unfavorably~~be ~~from~~expected ~~the~~to ~~United~~incur ~~States~~significant ~~economy~~registration inand ~~growth~~compliance ofcosts. We ~~gross~~have ~~national~~obtained ~~product,~~no formal ~~rate~~determination offrom ~~inflation,~~the ~~market~~SEC ~~development,~~as ~~rate~~to ofour ~~savings,~~status ~~and~~under ~~capital~~the ~~investment,~~Investment ~~resource~~Company ~~self-sufficiency~~Act and, ~~balance~~consequently, violation of ~~payments~~the ~~positions,~~Investment Company ~~and~~Act incould ~~other~~subject ~~respects~~us to material adverse consequences.

8Any potential acquisition or merger with a foreign company may subject us to additional risks.

WeIf ~~will~~we ~~need~~enter tointo ~~raise~~a ~~additional~~business ~~capital~~combination with a foreign concern, we will be subject to ~~execute~~risks ~~our~~inherent in business ~~plan~~operations outside of the United States. IfThese ~~our~~risks include, ~~operations~~for doexample, ~~not~~currency ~~produce~~fluctuations, ~~the~~regulatory ~~necessary~~problems, ~~cash~~punitive ~~flow~~tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or ifunfavorably wefrom ~~cannot~~the ~~obtain~~United ~~needed~~States ~~funds~~economy in growth of gross national product, werate ~~may~~of beinflation, market ~~forced~~development, torate ~~reduce~~of orsavings, ~~cease~~and ~~our~~capital ~~activities~~investment, ~~with~~resource ~~consequent~~self-sufficiency ~~loss~~and tobalance ~~investors~~of payments positions, and in other respects.

We ~~have~~will a need ~~for cash in order~~ to ~~pay~~raise ~~obligations~~additional capital ~~currently due in a timely manner, and~~ to ~~finance~~execute our business ~~operations~~plan. ~~Our~~If ~~continued~~our operations ~~will~~do ~~depend~~not ~~upon~~produce the ~~sustainability~~necessary of cash flow ~~from our ability to raise additional funds~~, ~~as required, through equity~~ or ~~debt financing. There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding,~~ if ~~available, will be obtainable on terms acceptable to us. If~~ we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors. ~~In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals.~~

IfWe wehave ~~fail~~a need for cash in order to ~~develop~~pay obligations currently due in a timely manner, and ~~maintain~~to anfinance ~~effective~~our ~~system~~business operations. Our continued operations will depend upon the sustainability of ~~internal~~cash ~~controls~~flow from our ability to raise additional funds, weas ~~may~~required, ~~not~~through equity or debt financing. There is no assurance that we will be able to ~~accurately~~obtain ~~report~~additional ~~our~~funding ~~financial~~when ~~results~~it is needed, or ~~prevent~~that ~~fraud~~such funding, asif aavailable, will ~~result~~be obtainable on terms acceptable to us. If we cannot obtain needed funds, ~~current~~we ~~and~~may ~~potential~~be ~~shareholders~~forced ~~could~~to ~~lose~~reduce ~~confidence~~or incease our ~~financial~~activities with ~~reports~~consequent loss to investors. In addition, ~~which~~should ~~could~~we ~~harm~~incur ~~our~~significant ~~business~~presently ~~and~~unforeseen ~~the~~expenses ~~trading~~or ~~price~~delays, ofwe ~~our~~may not ~~common~~be ~~stock~~able to accomplish our goals.

~~Effective~~If ~~internal~~we ~~controls~~fail ~~are necessary for us~~ to ~~provide~~develop ~~reliable financial reports~~ and ~~effectively~~maintain an ~~prevent~~effective fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. We plan to comply with Section 404 by strengthening, assessing and testing our system of internal controls ~~to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming~~, ~~and requires significant management attention, especially given that~~ we ~~have~~may not ~~yet undertaken any efforts to comply with the requirements of Section 404. We cannot~~ be ~~certain that the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are~~ able to ~~rapidly~~accurately ~~grow~~report our ~~business,~~financial ~~the~~results internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or ~~difficulties~~prevent ~~encountered in their implementation~~fraud, ~~could~~as ~~harm our operating results or cause us to fail to meet our reporting obligations. If we discover~~ a ~~material weakness in our internal controls~~ result, ~~the~~current ~~disclosure~~and ofpotential ~~that~~shareholders ~~fact, even if the weakness is quickly remedied,~~ could ~~diminish~~lose ~~investors’~~ confidence in our financial ~~statements and harm our stock price. In addition~~reports, ~~non-compliance~~which ~~with Section 404~~ could ~~subject~~harm usour tobusiness aand ~~variety of administrative sanctions, including~~ the ~~suspension of~~ trading, ~~ineligibility~~price ~~for listing on the OTC Bulletin Board, one~~ of ~~the national securities exchanges, and the inability of registered broker-dealers to make a market in~~ our common stock~~, which would further reduce our stock price~~.

~~Our~~Effective ~~principal~~internal ~~stockholder~~controls ~~owns~~are anecessary for ~~controlling~~us ~~interest~~to inprovide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our ~~voting~~internal ~~stock~~controls over financial reporting. We plan to comply with Section 404 by strengthening, assessing and ~~investors~~testing ~~will~~our ~~not~~system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention, especially given that we have not yet undertaken any ~~voice~~efforts to comply with the requirements of Section 404. We cannot be certain that the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our ~~management~~business, ~~which~~the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could ~~result~~harm our operating results or cause us to fail to meet our reporting obligations. If we discover a material weakness in ~~decisions~~our ~~adverse~~internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC Bulletin Board, one of the national securities exchanges, and the inability of registered broker-dealers to make a market in our ~~general~~common ~~shareholders~~stock, which would further reduce our stock price.

Humberto Bravo beneficially owns approximately 64% of our outstanding common stock. As a result, he will have the ability to control substantially all matters submitted to our stockholders for approval including: (a) election of our Board of Directors; (b) removal of any of our directors; (c) amendments of our Certificate of Incorporation or bylaws; (d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us, or (e) other significant corporate transactions.10

Our ~~failure~~principal tostockholder ~~adopt~~owns ~~certain~~a controlling ~~corporate~~interest ~~governance~~in ~~procedures~~our ~~may~~voting ~~prevent~~stock usand ~~from~~investors ~~obtaining~~will anot ~~listing~~have onany avoice ~~national~~in ~~securities~~our ~~exchange~~management, which could result in decisions adverse to our general shareholders.

~~Our~~Humberto ~~director~~Bravo isbeneficially ~~not~~owns ~~considered~~approximately 63% ~~“independent” as that term is defined in the rules~~ of ~~any~~our ~~national~~outstanding ~~securities~~common ~~exchange~~stock. As a result, wehe dowill ~~not~~ have anthe ~~audit,~~ability ~~compensation~~to orcontrol ~~nominating~~substantially ~~and~~all ~~corporate~~matters ~~governance~~submitted to ~~committee. The~~our ~~functions~~stockholders offor ~~such~~approval ~~committees~~including: ~~would~~(a) ~~perform~~election ~~are~~of ~~performed~~our ~~by the~~ Board of Directors; as(b) aremoval ~~whole. Consequently,~~of ~~there~~any isof aour ~~potential~~directors; ~~conflict~~(c) amendments of ~~interest~~our inCertificate ~~Board~~ of ~~Directors~~Incorporation ~~decisions~~or ~~that~~bylaws; ~~may~~(d) ~~adversely~~adoption ~~affect~~of ~~our~~measures ~~ability~~that tocould ~~become~~delay or prevent a ~~listed~~change ~~security~~in oncontrol or impede a ~~national~~merger, ~~securities~~takeover ~~exchange~~or ~~and~~other asbusiness acombination ~~result~~involving ~~adversely~~us, ~~affect~~or ~~the~~(e) ~~liquidity~~other ofsignificant ~~our~~corporate ~~common stock~~transactions.

9Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

~~Trading~~Our director is not considered “independent” as that term is defined in ~~our~~the ~~shares~~rules of ~~common~~any ~~stock~~national issecurities ~~limited~~exchange. As a result, ~~and~~we ~~will~~do not ~~improve~~have ~~unless~~an weaudit, ~~increase~~compensation or ~~our~~nominating ~~sales~~and corporate governance committee. The functions of such committees would perform are performed by the Board of Directors as a whole. Consequently, there is a potential conflict of interest in Board of Directors decisions that may adversely affect our ability to become ~~profitable~~a listed security on a national securities exchange and ~~secure~~as ~~more~~a ~~active~~result ~~market~~adversely ~~makers~~affect the liquidity of our common stock.

~~There~~Trading isin aour ~~limited~~shares ~~trading~~of ~~market for our~~ common stock~~. There~~ is ~~can~~limited, beand ~~no assurance that a regular trading market for our securities~~ will ~~ever~~not ~~develop~~improve orunless ~~that~~we ifincrease ~~developed it will be sustained. The trading price of~~ our ~~securities could be subject to wide fluctuations~~sales, inbecome ~~response~~profitable ~~to quarterly variations in our operating results, announcements by us or others, developments affecting us,~~ and ~~other~~secure ~~events~~more oractive ~~factors. In addition, the stock~~ market ~~has experienced extreme price and volume fluctuations in recent years~~makers. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities Such risks could have an adverse effect on the stock’s future liquidity.

WeThere ~~may~~is a limited trading market for our common stock. There can be no assurance that a regular trading market for our securities will ever develop or that if developed it will be sustained. The trading price of our securities could be subject to wide fluctuations, in ~~the~~response ~~future~~to quarterly variations in our operating results, ~~issue~~announcements ~~additional~~by ~~common~~us ~~shares~~or others, ~~which~~developments ~~would~~affecting ~~reduce~~us, ~~investors’~~and ~~percent~~other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of ~~ownership~~such companies, and may ~~dilute~~adversely ~~our~~affect ~~share~~the ~~value~~market prices of the securities Such risks could have an adverse effect on the stock’s future liquidity.

Our Certificate of Incorporation, as amended, authorizes the issuance of 50,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may, ~~value any common stock issued~~ in the future, onissue ~~an arbitrary basis. The issuance of~~ additional common ~~stock~~shares, ~~for~~which ~~future~~would ~~services~~reduce orinvestors’ ~~acquisitions~~percent ~~or other corporate actions may have the effect~~ of ~~diluting~~ownership ~~the value of the shares held by our investors,~~ and ~~might~~may ~~have~~dilute ~~an adverse effect on any trading market for~~ our ~~common~~share ~~stock~~value.

Our ~~common~~Certificate ~~shares~~of ~~are~~Incorporation, ~~subject~~as toamended, authorizes the ~~“penny~~issuance of 50,000,000 shares of common stock”. The ~~rules~~future issuance of ~~the~~common ~~SEC,~~stock ~~and~~may ~~the~~result ~~trading~~in ~~market~~substantial dilution in the percentage of our ~~securities~~common isstock ~~limited,~~held ~~which~~by ~~makes~~our ~~transactions~~then existing shareholders. We may value any common stock issued in ~~our~~the future on an arbitrary basis. The issuance of common stock ~~cumbersome~~for ~~and~~future services or acquisitions or other corporate actions may ~~reduce~~have the effect of diluting the value of the shares held by our investors, and might have an ~~investment~~adverse ineffect on any trading market for our common stock.

~~Rule~~Our ~~15g-9~~common ~~under~~shares ~~the~~are ~~Exchange~~subject ~~Act establishes~~ to the ~~definition of a~~ “penny stock,” ~~for~~rules of the ~~purposes relevant to us~~SEC, asand ~~any~~the ~~equity~~trading ~~security that has a~~ market ~~price~~in ofour ~~less~~securities ~~than~~is ~~$5.00 per share or with an exercise price of less than $5.00 per share~~limited, ~~subject~~which tomakes ~~certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for~~ transactions in our ~~penny~~stock ~~stocks;~~cumbersome and ~~(b)~~may ~~the~~reduce ~~broker or dealer receive from~~ the ~~investor~~value ~~a written agreement to the transaction, setting forth the identity and quantity~~ of ~~the~~an ~~penny~~investment ~~stock~~in toour ~~be purchased~~stock.

InRule ~~order~~15g-9 tounder ~~approve~~the aExchange ~~person’s~~Act ~~account~~establishes the ~~for~~definition ~~transactions~~of ina “penny ~~stocks~~stock,” for the ~~broker~~purposes orrelevant ~~dealer~~to ~~must:~~us, (as any equity security that has a) ~~obtain~~market ~~financial~~price of ~~information~~less ~~and~~than ~~investment~~$5.00 ~~experience~~per ~~objectives~~share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the ~~person;~~rules ~~and~~require: (ba) ~~make~~that a ~~reasonable~~broker ~~determination~~or ~~that~~dealer ~~the~~approve a person’s account for transactions in penny stocks; ~~are~~and ~~suitable~~(b) ~~for~~the ~~that~~broker ~~person~~or ~~and~~dealer receive from the ~~person~~investor ~~has~~a ~~sufficient~~written ~~knowledge~~agreement ~~and~~to ~~experience~~the intransaction, setting ~~financial~~forth ~~matters~~the toidentity beand ~~capable~~quantity of ~~evaluating~~ the ~~risks~~penny ofstock ~~transactions~~to inbe ~~penny stocks~~purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.11

~~Disclosure~~In ~~also~~order ~~has~~ to beapprove ~~made~~a ~~about~~person’s ~~the~~account for ~~risks~~transactions ~~of investing~~ in penny stocks, inthe ~~both~~broker ~~public~~or ~~offerings~~dealer ~~and~~must: in(a) ~~secondary~~obtain ~~trading~~financial information and ~~about~~investment ~~the~~experience ~~commissions~~objectives of ~~payable to both~~ the ~~broker-dealer~~person; and ~~the~~(b) ~~registered~~make ~~representative,~~a ~~current~~reasonable ~~quotations~~determination ~~for~~that the ~~securities~~transactions ~~and~~in ~~the~~penny ~~rights~~stocks ~~and~~are ~~remedies~~suitable ~~available~~for tothat anperson ~~investor~~and inthe person ~~cases~~has ofsufficient ~~fraud~~knowledge inand ~~penny~~experience ~~stock~~in ~~transactions. Finally,~~financial ~~monthly~~matters ~~statements have~~ to be ~~sent~~capable ~~disclosing~~of ~~recent~~evaluating ~~price information for~~ the ~~penny~~risks ~~stock~~of ~~held~~transactions in ~~the account and information on the limited market in~~ penny stocks.

10The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.

~~Because~~Disclosure wealso dohas ~~not~~to ~~intend~~be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to ~~pay~~both the ~~any~~broker-dealer ~~cash~~and ~~dividends~~the onregistered ~~our~~representative, ~~common~~current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, ~~our~~monthly ~~stockholders~~statements ~~will~~have ~~not~~to be ~~able~~sent todisclosing ~~receive~~recent price ainformation ~~return~~for the penny stock held in the account and information on ~~their~~the ~~shares~~limited ~~unless~~market ~~they~~in ~~sell~~penny ~~them~~stocks.

WeBecause ~~intend~~we ~~to retain any future earnings to finance the development and expansion of our business. We~~ do not ~~anticipate~~intend ~~paying~~to ~~any~~pay any cash dividends on our common stock ~~in the foreseeable future. Unless we pay dividends~~, our stockholders will not be able to receive a return on their shares unless they sell them. ~~We cannot assure you that you will be able to sell shares when you desire to do so.~~

~~ITEM~~We 1Bintend to retain any future earnings to finance the development and expansion of our business. We ~~UNRESOLVED~~do ~~STAFF~~not ~~COMMENTS~~anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.

~~None~~ITEM 1B. UNRESOLVED STAFF COMMENTS

~~ITEM 2~~None. ~~PROPERTIES~~

~~The~~ITEM ~~Company’s principal executive office address is 4045 Sheridan Ave~~2., Suite 433, Miami Beach, FL 33140. The principal executive office and facilities are provided by the officer & director of the corporation. The office is used by him for other business interests and is estimated to be sufficient for our business needs for the foreseeable future.PROPERTIES

WeUntil ~~currently~~October ~~have~~5, no2015, ~~investment~~the Company’s ~~policies~~principal asexecutive ~~they~~office ~~pertain~~address towas ~~real~~224 ~~estate~~Datura Street, ~~real~~Suite ~~estate~~505, West Palm Beach, FL 33401. These principal executive office and facilities were provided by the officer & director of the corporation. The office was used by him for other business interests orand ~~real~~was ~~estate~~estimated ~~mortgages~~to be sufficient for our business needs. Our current, interim address is c/o CKR Law LLP, 1330 Avenue of the Americas, 14th Floor, New York, NY 10019.

~~ITEM~~We 3.currently ~~LEGAL~~have ~~PROCEEDINGS~~no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

WeITEM ~~are~~3. ~~not~~LEGAL ~~currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.~~PROCEEDINGS

~~ITEM~~We 4.are ~~MINING~~not ~~SAFETY~~currently ~~DISCLOSURES~~involved in any legal proceedings and we are not aware of any pending or potential legal actions.

~~Not~~ITEM ~~applicable~~4. MINING SAFETY DISCLOSURES

11Not applicable.

~~PART II~~12

~~ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUIOTY SECURITIES~~PART II

~~Market~~ITEM 5. ~~Information~~MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUIOTY SECURITIES

Our common stock currently trades on the OTC Markets Group Inc. QB Tier under the symbol URHY. There has been no active trading of our common stock during the year ended June 30, 2014 and there is no assurance that a regular trading market will ever develop.Market Information

~~Holders~~Our common stock currently trades on the OTC Markets Group Inc. QB Tier under the symbol URHY. There has been a minimal amount of active trading of our common stock during the year ended June 30, 2015 and there is no assurance that a regular trading market will ever develop. As reported by OTC Markets, Inc., the closing price of our common stock on September 30, 2015 was $0.85.

~~As of the date of this report there were 21 holders of record of our Common Stock, based on information provided by our transfer agent.~~Holders

~~Dividends~~As of the date of this report there were 19 holders of record of our Common Stock, based on information provided by our transfer agent.

To date, we have not paid dividends on shares of our Common Stock and we do not expect to declare or pay dividends on shares of our Common Stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.Dividends

~~Recent~~To date, ~~Sales~~we have not paid dividends on shares of ~~Unregistered~~our ~~Securities~~Common Stock and we do not expect to declare or pay dividends on shares of our Common Stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

OnRecent Sales ~~May 21, 2014, we closed a sale~~ of ~~$500,000~~Unregistered principal amount of our 10% Secured Convertible Promissory Notes (the “Convertible Promissory Notes”) to two investors in a private placement (the “Notes Offering”). We closed additional sales under the Notes Offering on June 2, 2014, to one investor for an additional $120,000, on July 15, 2014, to two investors for an aggregate of $189,000, on July 18, 2014, to one investor for $60,000, on August 15, 2014 to one investor for $30,000 and to two investors for $50,000, on October 3, 2014 to one investor for $30,000, for an aggregate total of $949,000.Securities

~~The~~On February ~~Investor~~15, ~~Notes~~2015, ~~were~~we ~~offered~~issued ~~and~~400,000 ~~sold~~shares inof ~~the~~our ~~Notes~~common ~~Offering~~stock to athe ~~limited~~designee ~~number~~ of ~~non-U.S.~~a ~~persons~~former ~~pursuant~~service toprovider ~~the~~in ~~exemptions~~exchange ~~from~~for ~~the~~settlement in ~~registration~~full ~~requirements~~ of ~~the~~an ~~Securities~~outstanding ~~Act~~balance of ~~1933~~$211,138.07 asfor ~~amended~~services (provided by such service provider. This issuance was exempt from the “registration provisions of the Securities Act”), ~~provided~~pursuant byto Section 4(a)(2) of, ~~and Regulation S under,~~ the Securities Act.

WeBetween May ~~paid~~21, a2014 ~~$50~~and August 5,~~000~~ ~~finder~~2015, ~~fee~~we toheld ~~one~~multiple ~~consultant~~closings of out Notes Offering in ~~connection~~which ~~with~~we ~~the~~sold ~~offer~~an ~~and~~aggregate ~~sale~~of $1,970,000 in principal amount of ~~the~~our 10% Secured Convertible Promissory Notes in (the “Convertible Promissory Notes”) ~~Offering~~to a total of twenty three (23) investors.

WeOn August ~~have~~21, ~~used~~2015, ~~$640~~we entered into a professional relations and consulting agreement with Acorn Management Partners,~~000~~ ofLLC ~~the~~(“Acorn”) pursuant ~~net~~to ~~proceeds~~which ~~derived~~in ~~from~~exchange ~~our~~for ~~issuance~~the development of ~~the~~a ~~Convertible~~market ~~Promissory~~awareness ~~Notes~~program tofor ~~provide~~us ~~bridge~~and ~~financing~~along ~~(“Bridge~~with ~~Financing”)~~certain cash compensation we agreed to issue to Acorn 25,000 restricted shares of our common stock upon signing, 25,000 additional restricted shares if we extend the ~~Target~~agreement ~~Companies~~for a second three month period and an additional 25,000 restricted shares for ~~working~~every ~~capital~~six ~~purposes. The~~month ~~Bridge~~extension thereafter ~~Financing~~so islong ~~evidenced~~as certain benchmarks are met by ~~Secured~~Acorn. ~~Bridge~~We ~~Loan~~have ~~Promissory~~not ~~Notes~~yet ~~from~~issued the ~~Target~~initial ~~Companies~~25,000 shares to usAcorn. We ~~are~~This ~~using~~issuance is ~~the~~exempt ~~remainder~~from of the ~~net~~registration ~~proceeds~~provisions of the ~~Notes~~Securities ~~Offering~~Act, ~~for~~pursuant ~~general~~to ~~working~~Section ~~capital~~4(a)(2) ~~purposes~~of the Securities Act.

~~The~~On September ~~Convertible~~8, ~~Promissory~~2015, ~~Notes~~we ~~bear~~entered ~~interest~~into atan ainvestor ~~rate~~relations ofservices ~~10%~~agreement ~~per~~with ~~annum~~Hilton ~~and~~Advisory ~~are~~Group, ~~for~~Inc. ~~a term of 8 months~~ (“~~Maturity~~Hilton”)~~. The~~ pursuant ~~Convertible Promissory Notes are automatically convertible, subject~~ to awhich ~~4.99%~~in ~~conversion~~exchange ~~blocker,~~for ~~upon~~the ~~closing~~provision of ~~the~~internet ~~proposed~~based ~~Merger~~corporate ~~with~~development ~~the~~services ~~Target~~for ~~Companies~~us ~~into~~and ~~units~~along ~~(the~~with ~~“Units”),~~certain cash atcompensation awe ~~conversion~~agreed ~~price~~to ofissue ~~$0.30~~to ~~per~~Hilton ~~Unit. Each~~20,000 ~~Unit~~restricted ~~consists~~shares of ~~one (1) share of~~ our common stock, $0upon signing.~~001~~ ~~par~~We ~~value~~have ~~per~~not ~~share,~~yet ~~and~~issued these ashares ~~warrant~~ to ~~purchase one (1) share of our common stock at an exercise price of $0~~Hilton.35 ~~per~~This ~~share~~issuance ~~for~~is ~~two~~exempt ~~(2)~~from ~~years. Upon~~ the ~~closing~~registration provisions of the ~~proposed~~Securities ~~Merger,~~Act ~~we will issue to each~~ of ~~the~~1933, ~~purchasers~~as ofamended ~~the Convertible Promissory Notes warrants~~ (the “~~Bridge~~Securities ~~Warrants~~Act”), topursuant ~~purchase a number of shares of our common stock equal~~ to ~~one~~Section ~~hundred percent~~ 4(~~100%) of the number of shares of our common stock comprising the Units, exercisable at~~ a ~~price of $0.35 per share, exercisable for two~~ )(2) ~~years from the closing~~ of the ~~proposed~~Securities ~~Merger~~Act. The Bridge Warrants will have weighted average anti-dilution protection. If the proposed Merger does not close, the Convertible Promissory Notes along with accrued and unpaid interest must be repaid in full at Maturity.

12The Investor Notes were offered and sold in the Notes Offering to a limited number of non-U.S. persons pursuant to the exemptions from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof, and Regulation S thereunder.

~~Securities~~We paid ~~Authorized~~a ~~For~~$50,000 ~~Issuance~~finder ~~Under~~fee ~~Equity~~to ~~Compensation~~one ~~Plans~~consultant in connection with the offer and sale of the Convertible Promissory Notes in the Notes Offering.

In April 2012, we adopted the 2012 Plan. The 2012 Plan was approved by our Board of Directors and the Majority Shareholder. In May 2014, the number of shares of our common stock reserved for issuance under the 2012 Plan was reduced to 380,000 from 7,000,000 shares. This reduction was adopted in view of our 20 for 1 forward stock split in the form of a dividend, which, taking into account the automatic adjustment provisions for stock dividends set forth in Section 14(a)(iii) of the 2012 Plan, resulted in 7,600,000 shares of our common stock being available for grant under the 2012 Plan following effectiveness of the forward stock split. This change was approved by the Majority Shareholder on May 31, 2014. 13

We have ~~not~~used ~~maintained~~$1,226,000 ~~any~~of ~~other~~the ~~equity~~net ~~compensation~~proceeds ~~plans~~derived ~~since~~from our ~~inception~~issuance of the Convertible Promissory Notes to provide the Bridge Financing to the Target Companies for working capital purposes. The Bridge Financing is evidenced by Secured Bridge Loan Promissory Notes from the Target Companies to us. We are using the remainder of the net proceeds of the Notes Offering for general working capital purposes.

The Convertible ~~following~~Promissory ~~table~~Notes ~~provides~~bear ~~information~~interest asat a rate of ~~June~~10% 30per annum and are for a term of 8 months (“Maturity”). The Convertible Promissory Notes are automatically convertible, ~~2014~~subject to a 4.99% conversion blocker, upon closing of the proposed Merger with ~~respect~~the Target Companies into units (the “Units”), at a conversion price of $0.30 per Unit. Each Unit consists of one (1) share of our common stock, $0.001 par value per share, and a warrant to purchase one (1) share of our common stock at an exercise price of $0.35 per share for two (2) years. Upon the closing of the proposed Merger, we will issue to each of the purchasers of the Convertible Promissory Notes warrants (the “Bridge Warrants”) to purchase a number of shares of our common stock ~~that~~equal ~~were~~to ~~available~~one hundred percent (100%) of the number of shares of our common stock comprising the Units, exercisable at a price of $0.35 per share, exercisable for ~~issuance~~two ~~under~~(2) years from the ~~2012~~closing ~~Plan:~~of the proposed Merger. The Bridge Warrants will have weighted average anti-dilution protection. If the proposed Merger does not close, the Convertible Promissory Notes along with accrued and unpaid interest must be repaid in full at Maturity.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		—		—		7,600,000
Equity compensation plans not approved by security holders		—		—		—
Total		—		—		7,600,000

As discussed above, $970,000 in principal amount of the Investor Notes have reached their maturity dates and are in default. We are in discussions with the purchasers of these notes to further extend the maturity dates, however, there can be no assurances that we will be successful in these efforts.

~~Restrictions~~Securities Authorized onFor ~~the~~Issuance ~~Use~~Under ofThe ~~Rule~~Equity ~~144~~Compensation ~~by Shell Companies or Former Shell Companies~~Plans

~~Historically~~In April 2012, we adopted the ~~SEC~~2012 ~~staff~~Plan. The ~~has~~2012 ~~taken~~Plan ~~the~~was ~~position~~approved ~~that~~by ~~Rule~~our ~~144~~Board isof ~~not~~Directors ~~available~~and ~~for~~the Majority Shareholder. In May 2014, the ~~resale~~number of ~~securities~~shares ~~initially~~of ~~issued~~our bycommon ~~companies~~stock ~~that~~reserved ~~are,~~for orissuance ~~previously~~under ~~were,~~the ~~shell~~2012 ~~companies~~Plan ~~like~~was ~~us,~~reduced to ~~their~~380,000 ~~promoters~~from or7,000,000 shares. ~~affiliates~~This ~~despite~~reduction ~~technical~~was ~~compliance~~adopted ~~with~~in ~~the~~view ~~requirements~~ of ~~Rule~~our ~~144. The~~20 ~~SEC~~for ~~has~~1 ~~codified~~forward ~~and~~stock ~~expanded~~split ~~this~~in ~~position~~the inform ~~recent~~of ~~amendments~~a bydividend, ~~prohibiting~~which, ~~the~~taking ~~use~~into ofaccount the ~~Rule~~automatic ~~144~~adjustment provisions for ~~resale~~stock ofdividends ~~securities~~set ~~issued~~forth byin ~~any~~Section ~~shell~~14(a) ~~companies~~ (~~other~~iii) ~~than~~of ~~business~~the ~~combination~~2012 ~~related~~Plan, ~~shell~~resulted ~~companies)~~in or7,600,000 shares ~~any~~of ~~issuer~~our ~~that~~common ~~has~~stock ~~been~~being atavailable ~~any~~for ~~time~~grant ~~previously~~under athe ~~shell~~2012 ~~company. The~~Plan ~~SEC~~following ~~has~~effectiveness ~~provided~~of anthe ~~exception~~forward tostock ~~this~~split. This change ~~prohibition,~~was ~~however,~~approved ifby the ~~following~~Majority ~~conditions~~Shareholder ~~are~~on ~~met:~~May 31, 2014.

·We have ~~the~~not ~~issuer~~maintained ofany ~~the~~other ~~securities~~equity ~~that~~compensation ~~was~~plans ~~formerly~~since aour ~~shell company has ceased to be a shell company;~~inception.

·The following ~~the~~table ~~issuer~~provides information as of ~~the~~June ~~securities~~30, is2015, ~~subject~~with respect to the ~~reporting~~shares ~~requirements~~ of ~~Section~~common 13stock orthat ~~15(d)~~were ofavailable for issuance under the ~~Exchange~~2012 ~~Act;~~Plan:

· the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))⁽²⁾
	(a)		(b)		(c)
Equity compensation plans approved by security holders		—		—		7,600,000
Equity compensation plans not approved by security holders		—		—		—
Total		—		—		7,600,000

~~· at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.~~14

AsRestrictions on ~~a result, our existing stockholders will not be able to sell~~ the ~~shares~~Use ~~pursuant~~of to Rule 144 ~~without~~by ~~registration~~Shell ~~one~~Companies ~~year~~or ~~after~~Former weShell ~~have completed our initial business combination assuming we meet the four conditions of a former shell company stated above at such time.~~Companies

13Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in recent amendments by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an exception to this prohibition, however, if the following conditions are met:

~~Penny~~· ~~Stock~~the ~~Rules~~issuer of the securities that was formerly a shell company has ceased to be a shell company; · the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; · the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and · at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

~~The~~As a ~~trading~~result, in our ~~shares~~existing isstockholders ~~regulated~~will bynot ~~Securities~~be ~~and~~able ~~Exchange~~to ~~Commission~~sell the shares pursuant to Rule ~~15g-9~~144 ~~which~~without ~~established~~registration one year after we have completed our initial business combination assuming we meet the ~~definition~~four conditions of a ~~"penny~~former ~~stock~~shell company stated above at such time."

~~The~~Penny Stock Securities and Exchange Commission Rule 15g-9 establishes the definition of a "penny stock", for the purposes relevant to Placer Del Mar, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the broker/dealer relating to the penny stock market, which, in highlight form, (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Before you trade a penny stock your broker is required to tell you the offer and the bid on the stock, and the compensation the salesperson and the firm receive for the trade. The firm must also mail a monthly statement showing the market value of each penny stock held in your account.Rules

~~Stock~~The trading ~~Transfer~~in ~~Agent~~our shares is regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a “penny stock.”

~~Our~~The Securities and Exchange Commission Rule 15g-9 establishes the definition of a “penny stock”, ~~transfer~~for ~~agent~~the ispurposes ~~Island~~relevant to ~~Stock~~the ~~Transfer~~Company, ~~100~~as ~~2nd~~any ~~Ave~~equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, ~~South~~subject to certain exceptions. For any transaction involving a penny stock, ~~Suite~~unless ~~705S~~exempt, Stthe rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In ~~Petersburg~~order to approve a person’s account for transactions in penny stocks, FLthe ~~33701~~broker or dealer must (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the broker/dealer relating to the penny stock market, which, in highlight form, (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Before you trade a penny stock your broker is required to tell you the offer and the bid on the stock, and the compensation the salesperson and the firm receive for the trade. The firm must also mail a monthly statement showing the market value of each penny stock held in your account.

~~ITEM~~Stock Transfer ~~6. SELECTED FINANCIAL DATA~~Agent

WeOur stock ~~are~~transfer aagent ~~smaller~~is ~~reporting~~Island ~~company~~Stock asTransfer, ~~defined~~100 by2nd ~~Rule~~Ave., ~~12b-2~~South, ofSuite ~~the~~705S, ~~Securities~~St. ~~Exchange~~Petersburg, ~~Act~~FL ~~of 1934 and are not required to provide the information under this item~~33701.

ITEM 76. ~~MANAGEMENT'S~~SELECTED ~~DISCUSSION AND ANALYSIS OF~~ FINANCIAL ~~CONDITION AND RESULTS OF OPERATIONS~~DATA

~~RESULTS~~We are OFa ~~OPERATIONS~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this Report.15

~~The~~ITEM ~~following~~7. ~~discussion and analysis of the Company~~MANAGEMENT’~~s financial condition and results of operations is based on the preparation of our financial statements in accordance with U.~~S. ~~generally~~DISCUSSION ~~accepted~~AND ~~accounting~~ANALYSIS ~~principles. You~~OF ~~should~~FINANCIAL ~~read~~CONDITION ~~this~~AND ~~discussion~~RESULTS ~~and~~OF ~~analysis together with such financial statements and the related notes thereto.~~OPERATIONS

~~Going~~RESULTS OF ~~Concern~~OPERATIONS

InThe following ~~the~~discussion ~~course~~and analysis of ~~its~~financial ~~development~~condition ~~activities, the Company has sustained losses~~ and ~~expects~~results ~~such losses to continue through at least the end~~ of ~~fiscal 2014. The Company expects to finance its~~ operations ~~primarily~~should through one or more future financings. However, there exists substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months, because the Company will be ~~required~~read ~~to obtain additional capital~~ in ~~the~~conjunction ~~future~~with toour ~~continue~~consolidated financial ~~its~~statements ~~operations~~ and ~~there~~related isnotes noincluded ~~assurance~~elsewhere ~~that~~in itthis ~~will~~report. beThis ~~able~~discussion tocontains ~~obtain~~forward-looking ~~such~~statements that ~~capital,~~involve ~~through equity or debt financing~~risks, oruncertainties ~~any~~and ~~combination~~assumptions. ~~thereof,~~See or“Forward-Looking ~~on satisfactory terms or at all~~Statements. ” Our ~~independent~~actual ~~auditors~~results ~~have~~could ~~included~~differ materially anfrom ~~explanatory~~those ~~paragraph~~anticipated in ~~their~~the ~~report~~forward-looking ~~on our consolidated financial~~ statements ~~included in this report that raises substantial doubt about our ability to continue~~ as a ~~going~~result ~~concern. Our~~of ~~financial~~certain ~~statements~~factors dodiscussed ~~not~~in ~~include~~“Risk ~~any~~Factors” and ~~adjustments~~elsewhere ~~that~~in ~~may result from the outcome of~~ this ~~uncertainty~~Report. ~~We have generated minimal operating revenues~~

14The following discussion and analysis of the Company’s financial condition and results of operations is based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

since our inception. We had an accumulated deficit of $648,696 as of June 30, 2014. Our continuation as a going concern is dependent upon future events, including our ability to identify a suitable business combination, to raise additional capital and to generate positive cash flows. Our audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which implies we will continue to meet our obligations and continue our operations for the next twelve months. Realization values may be substantially different from carrying values as shown, and our consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary as a result of the going concern uncertainty.Going Concern

~~Overview~~In the course of its development activities, the Company has sustained losses and expects such losses to continue through at least into the second quarter of fiscal 2016. The Company expects to finance its operations primarily through one or more future financings. However, there exists substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months, because the Company will be required to obtain additional capital in the future to continue its operations and there is no assurance that it will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Our independent auditors have included an explanatory paragraph in their report on our consolidated financial statements included in this report that raises substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We have generated minimal operating revenues since our inception. We had an accumulated deficit of $1,086,900 as of June 30, 2015. Our continuation as a going concern is dependent upon future events, including our ability to identify a suitable business combination, to raise additional capital and to generate positive cash flows. Our audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which implies we will continue to meet our obligations and continue our operations for the next twelve months. Realization values may be substantially different from carrying values as shown, and our consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary as a result of the going concern uncertainty.

Historically, we were engaged in the business of exploring for minerals. In June 2013, our management determined to discontinue our minerals exploration activities and to focus on attempting to acquire other assets or business operations that would maximize shareholder value. Although we have signed the letter of Intent with the Target Companies for the proposed merger, there is no certainty that any transactions will be consummated with the Target Companies or that any other business projects will be identified and consummated. See Part I, Item 1, “Business—Our Business Plan,” and Part I, Item 1A, “Risk Factors,” for additional information and risks associated with our proposed business plan. Overview

~~We expect that~~ Historically, we ~~will~~were ~~need~~engaged ~~to raise funds~~ in ~~addition to those raised in~~ the ~~Notes~~business ~~Offering~~of inexploring ~~order~~for ~~to effectuate our business plan~~minerals. WeIn ~~may~~June ~~seek~~2013, ~~additional investors to purchase~~ our ~~stock~~management ordetermined ~~debt~~ to ~~provide~~discontinue usour ~~with~~minerals exploration ~~additional~~activities ~~working~~and ~~capital~~ to ~~fund~~focus ~~our~~on ~~operations. Thereafter,~~attempting ~~we will seek~~ to ~~establish or~~ acquire ~~businesses~~other or assets ~~with additional funds raised either via the issuance of shares~~ or ~~debt. There~~business ~~can~~operations ~~be no assurance~~ that ~~additional~~would ~~capital~~maximize ~~will be available to us at all or on acceptable terms~~shareholder value. WeAlthough ~~may~~we ~~seek~~have tosigned ~~raise~~ the ~~required~~letter ~~capital~~of byIntent ~~other means. We may have to issue debt or equity or enter into a strategic arrangement~~ with athe ~~third~~Target ~~party. We~~Companies ~~currently~~for ~~have~~the noproposed ~~agreements~~merger, ~~arrangements~~there oris ~~understandings~~no ~~with~~certainty that any ~~person~~transactions towill ~~obtain~~be ~~funds~~consummated ~~through~~with ~~bank~~the ~~loans,~~Target ~~lines~~Companies ~~of credit~~ or that any other ~~sources.~~business ~~Since~~projects ~~we have no such arrangements or plans currently in effect, our inability to raise additional funds~~ will ~~have~~be aidentified ~~severe negative impact on our ability to remain a viable company~~and consummated. InSee ~~pursuing~~Part ~~the~~I, ~~foregoing~~Item ~~goals~~1, we“Business—Our ~~may~~Business ~~seek~~Plan,” toand ~~expand~~Part orI, ~~change~~Item ~~the~~1A, ~~composition~~“Risk ofFactors,” for ~~the~~additional ~~Board~~information orand ~~make~~risks ~~changes~~associated towith our ~~current~~proposed ~~capital~~business ~~structure, including issuing additional shares or debt~~plan.

We expect dothat ~~not~~we ~~expect~~will need to ~~generate~~raise ~~any~~funds ~~revenues~~in ~~over~~addition to those raised in the ~~next~~Notes ~~twelve~~Offering ~~months~~in order to effectuate our business plan. ~~Our~~We ~~principal~~may ~~business~~seek ~~objective~~additional ~~for~~investors ~~the~~to ~~next~~purchase ~~twelve~~our ~~months~~stock or debt to provide us with additional working capital to fund our operations. Thereafter, we will beseek to ~~consummate~~establish ~~the~~or ~~Merger~~acquire businesses or assets with additional funds raised either via the ~~Target~~issuance ~~Companies~~of ~~and,~~shares ifor debt. There can be no assurance that ~~fails,~~additional capital will be available to us at all or on acceptable terms. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, ~~investigate~~arrangements ~~and~~or understandings with any person to obtain funds through bank loans, iflines of credit or any other sources. Since we have no such ~~investigation~~arrangements ~~warrants,~~or plans ~~engage~~currently in effect, our inability to raise additional funds will have a ~~business~~severe ~~combination~~negative ~~with~~impact on our ability to remain a ~~different~~viable ~~private~~company. In ~~entity~~pursuing ~~whose~~the ~~business~~foregoing ~~presents~~goals, anwe ~~opportunity~~may ~~for~~seek to expand or change the composition of the Board or make changes to our ~~shareholders~~current capital structure, including issuing additional shares or debt.

~~During~~We do ~~the~~not ~~next~~expect ~~12 months we anticipate incurring costs related~~ to ~~filing~~generate ofany ~~Exchange~~revenues ~~Act~~over ~~reports,~~the ~~and~~next ~~possible~~twelve ~~costs~~months. Our ~~relating~~principal tobusiness ~~consummating~~objective anfor ~~acquisition~~the ornext ~~combination. We~~twelve months ~~believe we~~ will be ~~able~~ to ~~meet~~consummate ~~these~~the ~~costs~~Merger ~~through~~with ~~use~~the ofTarget ~~funds~~Companies ~~in our treasury~~ and ~~additional amounts~~, asif ~~necessary~~that fails, to ~~be loaned by or invested in us by our stockholders~~seek, ~~management~~investigate ~~or other investors. We have no specific plans~~and, ~~understandings~~if ~~or agreements with respect to the raising of~~ such ~~funds~~investigation warrants, ~~and~~engage ~~we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently~~ in ~~effect, our inability to raise funds for the consummation of an acquisition may have~~ a ~~severe~~business ~~negative~~combination ~~impact~~with ~~on our ability to become~~ a ~~viable~~different ~~company. We~~private ~~estimate~~entity ~~that~~whose ~~the~~business ~~level~~presents ofan ~~working~~opportunity ~~capital needed~~ for ~~these~~our ~~general and administrative costs for the next twelve months will be approximately $200,000~~shareholders. ~~However, this estimate is subject to change, depending on the number of transactions in which we ultimately become involved.~~

We intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities. Our management team will select and hire these contractors and manage and evaluate their work performance.16

15During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company. We estimate that the level of working capital needed for these general and administrative costs for the next twelve months will be approximately $200,000. However, this estimate is subject to change, depending on the number of transactions in which we ultimately become involved.

~~Results~~We intend ofto ~~Operations~~contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities. Our management team will select and hire these contractors and manage and evaluate their work performance.

~~Year~~Results of ~~Ended June 30, 2014, compared to Year Ended June 30, 2013~~Operations

~~During~~Year Ended ~~the years ended~~ June 30, ~~2014 and 2013~~2015, wecompared ~~did~~to ~~not~~Year ~~generate~~Ended ~~any revenues. During the year ended~~ June 30, 2014, we incurred $292,185 in general and administrative expenses and $6,422 in interest expense. During the year ended June 30, 2013 we incurred $72,417 in general and administrative expenses, $11,156 in amortization expense and $20,700 in interest expense. For the year ended June 30, 2014 we generated $5,379 in interest income.

~~Liquidity~~During the years ended June 30, 2015 and ~~Capital~~2014, ~~Resources~~we did not generate any revenues. During the year ended June 30, 2015, we incurred $788,224 in general and administrative expenses and $136,943 in interest expense. During the year ended June 30, 2014 we incurred $292,185 in general and administrative expenses and $6,422 in interest expense. The increase in general and administrative expense from the same period in 2014 is mainly due to increased consulting and legal expenses. For the year ended June 30, 2015 we generated $94,946 in interest income. For the year ended June 30, 2014 we generated $5,379 in interest income.

~~Our~~Liquidity and ~~cash~~Capital ~~in the bank at June 30, 2014 was $77. There was $645,934 provided by financing activities for the year ended June 30, 2014.~~Resources

~~Cash~~Our cash ~~provided~~in bythe ~~financing~~bank ~~since~~at ~~inception~~June ~~was $720~~30,~~362~~ -2015 was $4445,~~200~~115. ~~from~~There ~~the~~was ~~sale of shares,~~ $~~620~~1,~~000~~449,472 ~~from~~provided ~~the~~by ~~sale~~financing ofactivities ~~our~~for ~~Convertible~~the ~~Promissory~~year ~~Notes~~ended ~~and~~June ~~$56~~30,~~162 from related party loans~~ 2015.

WeCash provided ~~estimate~~by ~~our~~financing ~~general~~since ~~and~~inception ~~administrative~~was ~~costs will require approximately~~ $~~200~~256,~~000~~200 ~~for~~from the ~~fiscal~~sale ~~year~~of ~~ending June 30~~shares, ~~2015~~$1, ~~exclusive of any business acquisition or combination costs. To meet these expected costs~~935,000 wefrom ~~plan~~the tosale ~~use~~of our ~~existing~~Convertible ~~working~~Promissory Notes ~~capital~~ and to$56,162 ~~raise any necessary funds through loans~~ from ~~affiliates~~related orparty ~~others~~loans.

We estimate ~~may~~our begeneral ~~unable~~and toadministrative ~~secure~~costs ~~additional~~will ~~financing~~require onapproximately ~~terms~~$575,000 ~~acceptable~~for tothe ~~us,~~fiscal oryear atending ~~all~~June 30, at2016, ~~times~~exclusive of ~~when~~any webusiness ~~need~~acquisition ~~such~~or ~~financing~~combination costs. ~~Our~~To ~~inability~~meet tothese ~~raise~~expected ~~additional~~costs, ~~funds~~we onplan ato ~~timely~~use ~~basis could prevent us from achieving~~ our ~~business~~existing ~~objectives~~working capital and ~~could~~to ~~have~~raise aany ~~negative~~necessary ~~impact~~funds onthrough ~~our~~loans ~~business,~~from ~~financial~~affiliates ~~condition,~~or ~~results of operations and the value of our securities~~others.

IfWe may webe ~~raise~~unable ~~additional~~to ~~funds~~secure ~~by issuing~~ additional ~~equity~~financing oron ~~convertible~~terms ~~debt~~acceptable ~~securities~~to us, ~~the~~or ~~ownership~~at ~~percentages~~all, ofat ~~existing~~times ~~stockholders~~when ~~will be reduced and the securities that~~ we ~~may~~need ~~issue~~such infinancing. Our inability ~~the~~to ~~future~~raise ~~may~~additional ~~have~~funds ~~rights,~~on ~~preferences~~a ortimely ~~privileges~~basis ~~senior~~could toprevent ~~those~~us offrom ~~the~~achieving ~~current holders of~~ our ~~common~~business ~~stock. Such~~objectives ~~securities~~and ~~may~~could ~~also~~have ~~be issued at~~ a negative ~~discount~~impact toon ~~the market price of~~ our ~~common stock~~business, ~~resulting~~financial incondition, ~~possible~~results ~~further~~of ~~dilution~~operations toand the ~~book~~ value ~~per share~~ of ~~common stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on~~ our ~~operations and financial flexibility~~securities.

~~Critical~~If we ~~Accounting~~raise ~~Policies~~additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders will be reduced and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our common stock. Such securities may also be issued at a discount to the market price of our common stock, resulting in possible further dilution to the book value per share of common stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.

~~Our~~Critical Accounting financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.Policies

WeOur financial ~~regularly~~statements ~~evaluate~~and ~~the~~accompanying ~~accounting~~notes ~~policies~~have ~~and~~been ~~estimates~~prepared ~~that~~in weaccordance ~~use~~with toUnited ~~prepare~~States ~~our~~generally ~~financial~~accepted ~~statements.~~accounting principles Aapplied ~~complete~~on ~~summary~~a ofconsistent ~~these~~basis. ~~policies~~The ispreparation ~~included~~of infinancial ~~the~~statements ~~notes~~in toconformity ~~our~~with ~~financial statements~~U.S. Ingenerally ~~general,~~accepted accounting principles requires management’s ~~estimates~~to ~~are~~make ~~based~~estimates onand ~~historical~~assumptions ~~experience,~~that onaffect ~~information~~the ~~from~~reported ~~third~~amounts ~~party~~of ~~professionals,~~assets and onliabilities, ~~various~~the disclosure ~~other~~of ~~assumptions~~contingent ~~that~~assets ~~are~~and ~~believed~~liabilities toat bethe ~~reasonable~~date ~~under~~of the ~~facts~~financial statements and ~~circumstances.~~the ~~Actual~~reported ~~results~~amounts ~~could~~of ~~differ~~revenues ~~from~~and expenses ~~those~~during ~~estimates~~the ~~made~~reporting ~~by management~~periods.

~~Recently Issued Accounting Pronouncements~~17

We regularly ~~have~~evaluate ~~implemented~~the ~~all~~accounting ~~new~~policies ~~accounting~~and ~~pronouncements~~estimates that ~~are~~we inuse ~~effect.~~to ~~These~~prepare ~~pronouncements~~our ~~did~~financial ~~not~~statements. ~~have~~A ~~any~~complete ~~material~~summary ~~impact~~of these onpolicies is included in the notes to our financial statements. ~~unless~~In ~~otherwise disclosed~~general, ~~and~~management’s weestimates doare ~~not~~based ~~believe~~on ~~that~~historical experience, ~~there~~on ~~are~~information ~~any~~from ~~other~~third ~~new~~party ~~accounting~~professionals, ~~pronouncements~~and ~~that~~on ~~have~~various ~~been~~other ~~issued~~assumptions that ~~might~~are ~~have~~believed ato ~~material~~be ~~impact~~reasonable under onthe ~~its~~facts ~~financial~~and ~~position~~circumstances. orActual results ofcould ~~operations~~differ from those estimates made by management.

16Recently Issued Accounting Pronouncements

~~Off-Balance~~We have ~~Sheet~~implemented ~~Arrangements~~all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~We do not have any off~~Off-~~balance~~Balance Sheet sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.Arrangements

~~ITEM~~We ~~7A.~~do not ~~QUANTITATIVE~~have ~~AND~~any ~~QUALITATIVE~~off-balance ~~DISCLOSURES~~sheet ~~ABOUT~~arrangements ~~MARKET~~that ~~RISK~~have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

WeITEM ~~are~~7A. aQUANTITATIVE ~~smaller~~AND ~~reporting~~QUALITATIVE ~~company~~DISCLOSURES asABOUT ~~defined~~MARKET ~~by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~RISK

~~ITEM~~We are 8.a ~~FINANCIAL~~smaller ~~STATEMENTS~~reporting ~~AND~~company ~~SUPPLEMENTARY~~as ~~DATA~~defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~Our~~ITEM ~~financial statements are included beginning immediately following the signature page to this report~~8. ~~See~~ ~~Item~~FINANCIAL 15STATEMENTS ~~for~~AND aSUPPLEMENTARY ~~list of the consolidated financial statements included herein.~~DATA

~~ITEM~~Our financial 9statements are included beginning immediately following the signature page to this report. See ~~CHANGES~~Item IN15 ~~AND~~for ~~DISAGREEMENTS~~a ~~WITH~~list of ~~ACCOUNTANTS~~the ONconsolidated ~~FINANCIAL~~financial ~~DISCLOSURE~~statements included herein.

~~None~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

~~ITEM 9A~~None. ~~CONTROLS AND PROCEDURES~~

~~Disclosure~~ITEM ~~Controls~~9A. ~~and~~CONTROLS ~~Procedures~~AND PROCEDURES

WeDisclosure Controls ~~maintain disclosure controls~~ and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our senior management, consisting of Frank Terzo, our President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure.Procedures

We maintain ~~carried~~disclosure ~~out~~controls anand ~~evaluation~~procedures, ~~under~~as ~~the~~defined ~~supervision~~in ~~and~~Rule ~~with~~13a-15(e) ~~the~~and ~~participation~~Rule of15d-15(e) ~~our~~promulgated ~~senior~~under ~~management,~~the ~~consisting~~Exchange ofAct that ~~Frank~~are ~~Terzo,~~designed ~~our~~to ~~President,~~ensure ~~Treasurer~~that ~~and~~information ~~Secretary~~required ~~(Principal~~to ~~Executive~~be ~~Officer~~disclosed ~~and~~by ~~Principal~~us ~~Financial~~in ~~Officer),~~the ofreports ~~the~~that ~~effectiveness~~we offile ~~the~~or ~~design~~submit ~~and~~under ~~operation~~the ofExchange Act ~~our~~is ~~disclosure~~recorded, ~~controls~~processed, summarized and ~~procedures~~reported aswithin ofthe ~~June~~time ~~30,~~periods ~~2014. Based~~specified onin the ~~evaluation~~SEC’s ofrules ~~these disclosure controls~~ and ~~procedures,~~forms and inthat such ~~light~~information ofis ~~the~~accumulated ~~material~~and ~~weaknesses~~communicated ~~found~~to in our ~~internal~~senior ~~controls~~management, ~~over~~consisting ~~financial~~of ~~reporting,~~ Frank Terzo, our President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer), ~~concluded~~as ~~that~~appropriate ~~our~~to ~~disclosure~~allow ~~controls~~timely ~~and~~decisions ~~procedures~~regarding required ~~were not effective~~disclosure.

~~Management’s~~We carried ~~Report~~out an evaluation, under the supervision and with the participation of our senior management, consisting of Frank Terzo, our President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2015. Based on ~~Internal~~the ~~Control~~evaluation ~~Over~~of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, Frank Terzo, our President, Treasurer and Secretary (Principal Executive Officer and Principal Financial ~~Reporting~~Officer) concluded that our disclosure controls and procedures were not effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:18

·Management’s Report ~~Pertain~~on toInternal ~~the~~Control ~~maintenance~~Over ofFinancial ~~records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;~~Reporting

·Our management ~~Provide~~is ~~reasonable~~responsible ~~assurance~~for ~~that~~establishing ~~transactions~~and ~~are~~maintaining ~~recorded~~adequate asinternal ~~necessary~~control toover ~~permit~~financial ~~preparation~~reporting. Internal control ofover financial ~~statements~~reporting inis ~~accordance~~defined ~~with~~in ~~accounting~~Rule ~~principles~~13a-15(f) ~~generally~~or ~~accepted~~15d-15(f) inpromulgated under the ~~United~~Exchange ~~States~~Act as a process designed by, or under the supervision of, ~~America~~our principal executive and ~~that~~principal ~~receipts~~financial officers and ~~expenditures~~effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the ~~company~~reliability ~~are~~of ~~being~~financial ~~made~~reporting ~~only~~and the preparation of financial statements for external purposes in accordance with ~~authorizations~~accounting ofprinciples ~~management~~generally ~~and~~accepted ~~directors~~in the United States of ~~the~~America ~~company;~~and includes those policies and procedures that:

17· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

·Because of ~~Provide~~its ~~reasonable~~inherent ~~assurance~~limitations, ~~regarding~~internal ~~prevention~~control over financial reporting may not prevent or ~~timely~~detect ~~detection~~misstatements. Projections of any evaluation of ~~unauthorized~~effectiveness ~~acquisition,~~to ~~use~~future orperiods ~~disposition~~are subject to the risk that controls may become inadequate because of ~~our~~changes in ~~assets~~conditions, or that ~~could~~the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material ~~effect~~misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial ~~statements~~reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Because~~ As of ~~its~~June ~~inherent~~30, ~~limitations~~2015, ~~internal~~our ~~control~~management, ~~over~~consisting ~~financial~~of ~~reporting~~Frank ~~may~~Terzo, ~~not~~our ~~prevent~~President, orTreasurer ~~detect~~and ~~misstatements. Projections~~Secretary of(Principal ~~any~~Executive ~~evaluation~~Officer and ofPrincipal ~~effectiveness~~Financial toOfficer), ~~future~~assessed ~~periods~~the ~~are~~effectiveness ~~subject~~of toour ~~the~~internal ~~risk~~control ~~that~~over ~~controls~~financial ~~may~~reporting ~~become~~based ~~inadequate~~on ~~because~~the ofcriteria for ~~changes~~effective ininternal ~~conditions,~~control orover ~~that~~financial ~~the~~reporting ~~degree~~established ofin ~~compliance~~Internal ~~with~~Control--Integrated ~~the~~Framework ~~policies~~issued orby ~~procedures~~the ~~may~~Committee of ~~deteriorate. All~~Sponsoring ~~internal~~Organizations ~~control~~of ~~systems,~~the noTreadway ~~matter~~Commission ~~how~~(“COSO”) ~~well~~and ~~designed,~~SEC ~~have~~guidance ~~inherent~~on ~~limitations~~conducting such assessments. ~~Therefore,~~Based on ~~even~~that ~~those~~evaluation, ~~systems~~we ~~determined~~believe tothat, beduring ~~effective~~the ~~can~~period ~~provide~~covered ~~only~~by ~~reasonable~~this ~~assurance~~report, ~~with~~such ~~respect~~internal tocontrols ~~financial~~and ~~statement~~procedures ~~preparation~~were ~~and~~not effective ~~presentation. Because~~to ofdetect the ~~inherent~~inappropriate ~~limitations~~application of ~~internal~~US ~~control,~~GAAP ~~there~~rules isas amore ~~risk~~fully ~~that~~described ~~material~~below. This ~~misstatements~~was ~~may~~due ~~not~~to bedeficiencies that ~~prevented~~existed orin ~~detected~~the ondesign aor ~~timely~~operation ~~basis~~of byour internal ~~control~~controls over financial reporting. ~~However,~~that ~~these~~adversely ~~inherent~~affected ~~limitations~~our ~~are~~internal controls ~~known~~and ~~features~~that ofmay ~~the~~be ~~financial~~considered ~~reporting process. Therefore, it is possible~~ to ~~design~~be ~~into~~material ~~the process safeguards to reduce, though not eliminate, this risk~~weaknesses.

AsThe matters ofinvolving ~~June~~internal ~~30,~~controls ~~2014,~~and procedures that our management, ~~consisting~~considered ofto ~~Frank~~be ~~Terzo,~~material ~~our~~weaknesses ~~President,~~under ~~Treasurer~~the ~~and~~standards of ~~Secretary~~the ~~(Principal~~Public ~~Executive~~Company ~~Officer~~Accounting ~~and~~Oversight ~~Principal~~Board ~~Financial~~were: ~~Officer~~(1), ~~assessed~~lack ~~the~~of ~~effectiveness~~a offunctioning ~~our~~audit ~~internal~~committee ~~control~~and ~~over~~a ~~financial~~lack ~~reporting~~of ~~based~~independent directors on ~~the~~our ~~criteria~~Board ~~for~~of ~~effective~~Directors, ~~internal~~resulting ~~control~~in ~~over~~ineffective ~~financial~~oversight ~~reporting established~~ in ~~Internal Control--Integrated Framework issued by~~ the ~~Committee~~establishment ofand ~~Sponsoring~~monitoring ~~Organizations~~ of ~~the~~required ~~Treadway~~internal ~~Commission~~controls and procedures; (~~“COSO”~~2) ~~and~~inadequate ~~SEC~~segregation ~~guidance~~of onduties ~~conducting~~consistent ~~such~~with ~~assessments. Based~~control onobjectives; ~~that~~and ~~evaluation,~~(3) weineffective ~~believe~~controls ~~that,~~over ~~during the~~ period end ~~covered~~financial bydisclosure ~~this~~and ~~report,~~reporting ~~such~~processes. ~~internal~~The ~~controls~~aforementioned ~~and~~material ~~procedures~~weaknesses were ~~not~~identified ~~effective~~by toFrank ~~detect~~Terzo, ~~the~~our ~~inappropriate~~President, Treasurer ~~application~~and ofSecretary US(Principal ~~GAAP~~Executive ~~rules~~Officer asand ~~more~~Principal ~~fully~~Financial ~~described~~Officer) ~~below. This~~in ~~was~~connection ~~due~~with ~~to deficiencies that existed in~~ the ~~design~~review ~~or operation~~ of our ~~internal controls over~~ financial statements ~~reporting~~as ~~that~~of ~~adversely~~June ~~affected~~30, ~~our internal controls and that may be considered to be material weaknesses~~2015.

~~The~~Management believes ~~matters~~that ~~involving~~the ~~internal~~material ~~controls~~weaknesses ~~and~~set ~~procedures~~forth ~~that~~in ~~our~~items ~~management~~(2) ~~considered~~and to(3) beabove ~~material~~did ~~weaknesses~~not ~~under~~have ~~the~~an ~~standards~~effect ofon ~~the~~our ~~Public~~financial ~~Company~~results. However, management ~~Accounting~~believes ~~Oversight~~that ~~Board~~the ~~were: (1)~~ lack of a functioning audit committee and athe lack of independent directors on our Board of Directors, results ~~resulting~~ in ineffective oversight in the establishment and monitoring of required internal controls and procedures;, ~~(2)~~which ~~inadequate~~could result ~~segregation~~in ofa ~~duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned~~ material ~~weaknesses~~misstatement ~~were identified by Frank Terzo, our President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer)~~ in ~~connection with the review of~~ our financial statements asin offuture ~~June 30, 2014~~periods.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of independent directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.19

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

· Assuming we are able to secure sufficient additional working capital, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. · We also plan to appoint one or more outside directors to our Board of Directors who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

·Management believes Wethat ~~also~~the ~~plan~~appointment toof ~~appoint~~ one or more ~~outside~~independent directors, ~~to our Board of Directors~~ who shall be appointed to ~~an audit committee resulting in~~ a fully functioning audit committee ~~which~~ , will ~~undertake~~remedy the ~~oversight~~lack ~~in the establishment and monitoring~~ of ~~required~~a ~~internal~~functioning ~~controls~~audit committee and ~~procedures~~a ~~such~~lack asof ~~reviewing~~a ~~and~~majority ~~approving~~of ~~estimates~~independent ~~and~~directors ~~assumptions~~on ~~made~~our byBoard ~~management~~of Directors.

18We anticipate that these initiatives will be implemented in conjunction with the growth of our business.

~~Management~~Changes in ~~believes~~Internal ~~that~~Control ~~the~~over ~~appointment~~Financial of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board of Directors.Reporting

WeThere has ~~anticipate~~been ~~that~~no ~~these~~change ~~initiatives~~in ~~will~~our beinternal ~~implemented~~control over financial reporting identified in ~~conjunction~~connection with our evaluation we conducted of the ~~growth~~effectiveness of our ~~business~~internal control over financial reporting as of June 30, 2015, that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Changes~~ITEM in9B. ~~Internal~~OTHER ~~Control over Financial Reporting~~INFORMATION

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of June 30, 2014, that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingNone.

~~ITEM 9B. OTHER INFORMATION~~PART III

~~None~~ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

~~PART~~Directors and ~~III~~Executive Officers

~~ITEM~~Set forth 10in the table below is the name and age of each director and executive officer of Urban Hydroponics, Inc. ~~DIRECTORS~~as ~~AND~~of ~~EXECUTIVE~~the ~~OFFICERS~~date of this annual report, together with all positions and offices of the Company held by each and the term of office and the period during which each has served:

Directors and Executive Officers

NAME

AGE

POSITION(S)

Frank Terzo (1)

President, Secretary, Treasurer,

Principal Executive Officer, Principal Financial Officer and sole member of the Board of Directors

~~Set~~(1) ~~forth~~Mr. inTerzo ~~the~~was ~~table~~appointed ~~below~~to ishis ~~the~~offices/positions ~~name~~on ~~and~~February ~~age~~27, of2014, ~~each director~~ and ~~executive~~is ~~officer~~expected ofto ~~Urban~~hold ~~Hydroponics,~~his ~~Inc.~~offices/positions asuntil ofwe ~~the~~engage ~~date~~in ofa ~~this~~business ~~annual~~combination ~~report, together~~ with ~~all~~a ~~positions~~private ~~and~~entity ~~offices~~whose ofbusiness ~~the~~presents ~~Company~~an ~~held~~opportunity byfor ~~each~~our ~~and the term of office and the period during which each has served:~~shareholders.

Name		Age		Position(s)
Frank Terzo (1)		55		President, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and sole member of the Board of Directors

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

(1) Mr. Terzo was appointed to his offices/positions on February 27, 2014, and is expected to hold his offices/positions until we engage in a business combination with a private entity whose business presents an opportunity for our shareholders.20

~~Business~~The principal ~~Experience~~occupation and business experience during at least the past five years for our sole executive officer and director is as follows:

~~The~~Frank Terzo ~~principal~~was ~~occupation~~appointed as the Company’s sole director and ~~business~~its ~~experience~~President, ~~during~~Treasurer atand ~~least~~Secretary ~~the~~on ~~past~~February ~~five~~27, ~~years~~2014. From ~~for~~2010 ~~our~~to ~~sole~~2014 ~~executive~~he ~~officer~~was Co-Founder, Chairman and ~~director~~CEO isof asViewpoint ~~follows:~~Holdings, Inc. From 2009 to 2010 he was Director and President of Boca Tanning Club. From 2007 to 2009 he was Director and Consultant of V1 Private Jets. Mr. Terzo previously worked in many industries including restaurants, real estate and investment banking.

~~Frank~~ Mr. Terzo ~~was~~ ~~appointed~~has asa ~~the~~strong ~~Company’s~~business ~~sole director and its President~~background, ~~Treasurer~~which ~~and~~makes ~~Secretary~~him ~~on February 27, 2014. From 2010 to 2014 he was Co~~well-~~Founder,~~suited ~~Chairman and CEO of Viewpoint Holdings, Inc. From 2009~~ to ~~2010~~serve heon ~~was~~our ~~Director~~Board ~~and President~~ of ~~Boca Tanning Club~~Directors. ~~From 2007 to 2009 he was Director and Consultant of V1 Private Jets. Mr. Terzo previously worked in many industries including restaurants, real estate and investment banking.~~

~~Mr. Terzo has a strong business background, which makes him well-suited to serve on our Board~~ Identification of ~~Directors.~~Significant Employees

~~Identification~~We ofhave no ~~Significant~~employees ~~Employees~~other than Frank Terzo, our sole officer.

~~We have no employees other than Frank Terzo, our sole officer.~~Family Relationship

19We currently do not have any officers or directors of our company who are related to each other.

~~Family~~Involvement in ~~Relationship~~Certain Legal Proceedings

WeNo executive ~~currently~~officer door ~~not~~director ~~have~~of ~~any~~ours ~~officers~~has orbeen ~~directors~~involved ofin ~~our~~the ~~company~~last ~~who~~ten ~~are~~years ~~related~~in toany ~~each~~of ~~other.~~the following:

~~Involvement~~· Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; · Any conviction in ~~Certain~~a ~~Legal~~criminal ~~Proceedings~~proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); · Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; · Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or · Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

NoSection 16(A) ~~executive~~Beneficial ~~officer~~Ownership orReporting ~~director of ours has been involved in the last ten years in any of the following:~~Compliance

·Our common ~~Any~~stock ~~bankruptcy~~is ~~petition~~registered ~~filed~~pursuant byto orSection ~~against~~12 ~~any~~of ~~business~~the orExchange ~~property~~Act. ofAccordingly, ~~such~~our ~~person~~officers, ordirectors and principal shareholders are subject to the beneficial ownership reporting requirements of ~~which~~Section ~~such~~16(a) ~~person~~of ~~was~~the Exchange Act. Section 16(a) ~~general~~requires ~~partner~~our directors orand executive ~~officer~~officers, ~~either~~and atpersons ~~the~~who ~~time~~own more than ten percent of our common stock, to file with the ~~bankruptcy~~Securities orand Exchange ~~within~~Commission ~~two~~initial ~~years~~reports ~~prior~~of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to ~~that~~furnish ~~time;~~us with copies of all Section 16(a) forms they file.

~~· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~21

·We intend ~~Being~~to ~~subject~~ensure to ~~any~~the ~~order,~~best ~~judgment,~~of orour ~~decree,~~ability ~~not~~that ~~subsequently~~all ~~reversed,~~Section ~~suspended~~16(a) orfiling ~~vacated,~~requirements ofapplicable ~~any~~to ~~court~~our ~~of competent jurisdiction~~officers, ~~permanently~~directors orand greater ~~temporarily~~than ~~enjoining,~~ten ~~barring,~~percent ~~suspending~~beneficial orowners ~~otherwise~~are ~~limiting~~complied ~~his~~with ~~involvement~~ in ~~any~~a ~~type~~timely ~~of business, securities or banking activities;~~fashion.

~~· Being found by a court~~ Code of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;Ethics

·We do ~~Being~~not ~~the~~currently ~~subject~~have ofa orcode aof ~~party~~ethics. toBecause ~~any~~of ~~judicial~~our orlimited ~~administrative~~business ~~order,~~operations ~~judgment,~~and ~~decree~~having oronly ~~finding,~~one ~~not~~officer ~~subsequently~~and ~~reversed~~director, ~~suspended~~we believe ora ~~vacated~~code ~~relating to an alleged violation~~ of ~~any~~ethics ~~federal~~would orhave ~~state~~limited ~~securities~~utility. orWe ~~commodities~~intend ~~law~~to oradopt ~~regulation,~~such ~~or any law or regulation respecting financial institutions or insurance companies, including, but not limited to,~~ a ~~temporary~~code ~~or permanent injunction, order~~ of ~~disgorgement~~ethics oras ~~restitution,~~our ~~civil~~business ~~money~~operations ~~penalty or temporary or permanent cease-~~expand and~~-desist~~ ~~order,~~we orhave ~~removal~~more ~~or prohibition order~~directors, orofficers ~~any~~and ~~law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or~~employees.

· Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Board Committees

~~Section~~We currently ~~16(A)~~have ~~Beneficial~~not ~~Ownership~~established ~~Reporting~~any ~~Compliance~~committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our sole director performs all functions that would otherwise be performed by committees. Given the present size of our Board of Directors it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our Board of Directors and allocate responsibilities accordingly.

Our common stock is registered pursuant to Section 12 of the Exchange Act. Accordingly, our officers, directors and principal shareholders are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act. Section 16(a) requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.Shareholder Communications

WeCurrently, we ~~intend~~do tonot ~~ensure~~have ~~to the best of our ability that all Section 16(~~a) ~~filing~~policy ~~requirements~~with ~~applicable~~regard to ~~our~~the ~~officers,~~consideration ~~directors~~of ~~and~~any ~~greater~~director ~~than~~candidates ~~ten~~recommended ~~percent~~by ~~beneficial~~security ~~owners~~holders. ~~are~~To ~~complied~~date, no ~~with~~security inholders ahave ~~timely~~made ~~fashion~~any such recommendations.

~~Code~~ITEM of11. ~~Ethics~~EXECUTIVE COMPENSATION

WeThe following dotable ~~not~~sets ~~currently~~forth ~~have~~information aconcerning ~~code~~the oftotal ~~ethics.~~compensation ~~Because~~paid ofor ~~our~~accrued ~~limited~~by ~~business~~us ~~operations~~during the fiscal years ended June 30, 2015 and ~~having~~2014 ~~only~~to ~~one~~(i) all individuals that served as our principal executive officer ~~and~~or ~~director~~acted in a similar capacity for us at any time during the fiscal year ended June 30, we2015; ~~believe~~(ii) aour ~~code~~two ofmost ~~ethics~~highly ~~would~~compensated ~~have~~executive ~~limited~~officers ~~utility.~~other Wethan ~~intend~~the principal toexecutive ~~adopt~~officer ~~such~~who awere ~~code~~serving as executive officers at the end of ~~ethics~~the asfiscal ~~our~~year ~~business~~ended ~~operations~~June ~~expand~~30, 2015; and we(iii) up ~~have~~to ~~more~~two ~~directors~~additional individuals who received annual compensation during the fiscal year ended June 30, ~~officers~~2015 in excess of $100,000 and ~~employees~~who were not serving as executive officers of at the end of the fiscal year ended June 30, 2015.

Summary Compensation Table

Name

Non-Equity

Nonqualified

and

Stock

Option

Incentive Plan

Deferred

All Other

principal

Salary

Bonus

Awards

Compensation

Total

position

Year

($)

Earnings ($)

($)

Frank Terzo

President, Secretary, Treasurer (1)

2015

43,972

43.972

2014

67,334

67.334

~~Board~~(1) ~~Committees~~As of February 27, 2014, Mr. Terzo was appointed as our sole officer and director.

We currently have not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our sole director performs all functions that would otherwise be performed by committees. Given the present size of our Board of Directors it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our Board of Directors and allocate responsibilities accordingly.Employment/Consulting Agreements

~~Shareholder~~On ~~Communications~~May 15, 2014, we entered into a consulting agreement with Mr. Terzo, pursuant to which we agreed to pay Mr. Terzo a monthly fee of $6,500 for his services to us as our Chief Executive Officer. This agreement has an effective date of March 1, 2014 and ends on February 28, 2015 (the “Initial Term”). The agreement may be renewed thereafter by mutual consent of the parties. If the agreement is terminated by us for any reason before the end of the Initial Term, we will be required to pay Mr. Terzo in full all unpaid compensation to the end of the Initial Term whether accrued or not yet accrued. We will reimburse Mr. Terzo for all reasonable pre-approved out-of-pocket expenses incurred by Mr. Terzo in connection with his role as our Chief Executive Officer. This agreement with Mr. Terzo has been extended on a month to month basis.

~~Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.~~22

~~ITEM~~Outstanding ~~11.~~Equity ~~EXECUTIVE~~Awards ~~COMPENSATION~~at Fiscal Year-End

The ~~following~~ table ~~sets~~below ~~forth~~summarizes ~~information~~all ~~concerning~~unexercised options, ~~the~~stock ~~total~~that ~~compensation~~has ~~paid~~not ~~or accrued by us during the fiscal years ended June 30~~vested, ~~2014~~ and ~~2013~~equity toincentive ~~(i)~~plan ~~all~~awards ~~individuals that served as our principal executive officer or acted in a similar capacity~~ for useach atnamed ~~any time during the fiscal year ended June 30, 2014; (ii) our two most highly compensated~~ executive ~~officers other than the principal executive~~ officer ~~who were serving~~ as ~~executive officers at the end~~ of ~~the fiscal year ended~~ June 30, 2014; and (iii) up to two additional individuals who received annual compensation during the fiscal year ended June 30, 2014 in excess of $100,000 and who were not serving as executive officers of at the end of the fiscal year ended June 30, 20142015.

Summary Compensation Table


		Option Awards						Stock Awards
Name		Number of Securities Underlying Unexercised Option (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Frank Terzo (1)		—	—	—	—	—	—		—	—	—
(1)	As of February 27, 2014, Mr. Terzo was appointed as our sole officer and director.

										Non-Equity		Nonqualified
Name and						Stock		Option		Incentive Plan		Deferred		All Other
principal		Salary		Bonus		Awards		Awards		Compensation		Compensation		Compensation		Total
position	Year	($)		($)		($)		($)		($)		Earnings ($)		($)		($)
Humberto Bravo	2013		0		0		0		0		0		0		0		0
Former President,	2012		0		0		0		0		0		0		0		0
Secretary, Treasurer (1)
Frank Terzo	2013		0		0		0		0		0		0		0		0
President, Secretary,	2012		0		0		0		0		0		0		0		0
Treasurer (2)

Compensation of Directors

~~(1)~~Our Assole ofdirector ~~November~~is ~~30,~~not ~~2013,~~compensated ~~Mr.~~by us ~~Bravo~~for ~~resigned~~acting as such. There are no arrangements pursuant to which our sole ~~officer~~director ~~and~~is or will be compensated in the future for any services provided as a director.

~~(2)~~We Asdo ofnot ~~February~~have ~~27,~~any ~~2014,~~agreements ~~Mr.~~for ~~Terzo~~compensating our ~~was~~directors ~~appointed~~for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our ~~sole~~common ~~officer~~stock ~~and~~as ~~director~~awarded by our board of directors.

~~Employment/Consulting~~The ~~Agreements~~table below summarizes all compensation awarded to, earned by, or paid to our sole director for all services rendered in all capacities to us through June 30, 2015.

OnDirector May 15, 2014, we entered into a consulting agreement with Mr. Terzo, pursuant to which we agreed to pay Mr. Terzo a monthly fee of $6,500 for his services to us as our Chief Executive Officer. This agreement has an effective date of March 1, 2014 and ends on February 28, 2015 (the “Initial Term”). The agreement may be renewed thereafter by mutual consent of the parties. If the agreement is terminated by us for any reason before the end of the Initial Term, we will be required to pay Mr. Terzo in full all unpaid compensation to the end of the Initial Term whether accrued or not yet accrued. We will reimburse Mr. Terzo for all reasonable pre-approved out-of-pocket expenses incurred by Mr. Terzo in connection with his role as our Chief Executive Officer. Compensation


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Frank Terzo	112,466	0	0	0	0	0	112,466

~~Outstanding~~At ~~Equity~~this ~~Awards~~time, atwe ~~Fiscal~~have ~~Year-End~~not entered into any employment agreements with our sole officer and director. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our sole officer and director or future key staff members.

~~The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of June 30, 2014.~~23

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Option (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Humberto Bravo (1)	—	—	—	—	—	—		—	—	—
Frank Terzo (2)	—	—	—	—	—	—		—	—	—

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~(1)~~The Asfollowing table sets forth information on the ownership of ~~November~~the ~~30,~~Company’s ~~2013~~voting securities by officers, ~~Mr.~~directors ~~Bravo~~and ~~resigned~~major shareholders as ~~our~~well ~~sole~~as ~~officer~~those ~~and~~who ~~director.~~own beneficially more than five percent of the Company’s common stock as of the date of this report:

~~(2)~~Unless Asotherwise ofindicated ~~February~~in 27the following table, ~~2014~~the address for each person named in the table is c/o Urban Hydroponics, MrInc., ~~Terzo~~c/o ~~was~~CKR ~~appointed~~Law asLLP, ~~our~~1330 ~~sole~~Avenue ~~officer~~of ~~and~~the ~~director~~Americas, 14th Floor, New York, NY 10019.

~~Compensation~~Title of ~~Directors~~Class: Common Stock

Our sole director is not compensated by us for acting as such. There are no arrangements pursuant to which our sole director is or will be compensated in the future for any services provided as a director.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership ⁽¹⁾		Percentage of Class ⁽²⁾

Frank Terzo		0		0.0	%

All directors and executive officers as a group (1 person)		0		0.0	%

Humberto Bravo		22,000,000		63.2	%
3707 Fifth Ave., #351 San Diego, CA 92103

We1 doExcept ~~not~~as ~~have~~otherwise ~~any~~indicated, ~~agreements~~the ~~for~~persons ~~compensating~~named ~~our directors for their services~~ in ~~their~~this ~~capacity~~table ashave ~~directors~~sole voting, ~~although~~investment ~~such~~and ~~directors~~dispositive ~~are~~power ~~expected~~with inrespect ~~the~~to ~~future~~all toshares ~~receive~~of common stock ~~options~~listed, towhich ~~purchase~~includes shares of ~~our~~ common stock asthat ~~awarded~~such bypersons ~~our~~have ~~board~~the ofright ~~directors~~to acquire within 60 days from September 30, 2015.

~~The~~2 ~~table~~Percentages ~~below~~are ~~summarizes~~based ~~all~~upon ~~compensation awarded to~~34, ~~earned by~~800,000 orshares ~~paid~~of to our ~~sole~~common ~~director~~stock ~~for~~outstanding ~~all~~as ~~services~~of ~~rendered~~September ~~in all capacities to us through June~~ 30, ~~2014~~2015.

Name	Fees Earned or Paid in Cash($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation($)		Change in Pension Value And Non-Qualified Deferred Compensation Earnings($)		All Other Compensation($)		Total($)
Humberto Bravo (1)		0		0		0		0		0		0		0
Frank Terzo (2)		0		0		0		0		0		0		0

Loan from a related party is from Mr. Shafiq Nazerali, principal of Valor. As of June 30, 2015 the loan balance is $56,162. All funds provided to the Company by him are unsecured and he has agreed to forego any penalties or interest should the Company be unable to repay any of the funds provided.

22On May 15, 2014, The Company entered into a Consulting Agreement with Frank Terzo and Accelerated Growth Ventures (the “Consultant”). Whereas the “Consultant” has provided Chief Executive Officer, President, Treasurer and Secretary services to the Company since February 27, 2014 (March 1, 2014 the “Effective Date”) the Company agrees to a minimum term for his services of 12 months from the Effective Date with compensation of $6,500 (six thousand, five hundred dollars) per month. The Company will reimburse the “consultant” for all reasonable pre-approved out of pocket expenses in connection with the services rendered under this agreement. The Company may terminate the “consultant” on five days prior written notice if he is unable to perform any of the duties covered by this Agreement. The “Consultant” may terminate this Agreement on thirty days prior written notice. As of June 30, 2015, the Company had paid Mr. Terzo $112,466 under this agreement.

(On May 1, 2014, the Company entered into a Consulting and Finder’s Fee Agreement with ZMAX Capital Corp., a Florida Corporation (’ZMAX), Aswhose President and Director is Shafiq Nazerali. ZMAX is also a shareholder of ~~November~~this 30Company. Pursuant to this agreement, ~~2013~~the Company agreed to pay ZMAX a $50,000 Mr(fifty thousand dollars) fee in connection with the successful closing of the Company’s Notes Offering. ~~Bravo~~As of ~~resigned~~June as30, ~~our~~2015, ~~sole~~the ~~officer~~Company ~~and~~had ~~director~~paid ZMAX $50,000 under this agreement.

~~(2)~~Effective AsJune 1, 2014, the Company entered into a Consulting Services Agreement with ZMAX pursuant to which the Company agreed to pay ZMAX a monthly fee of ~~February~~$10,000 27for a period of 12 months for certain management, ~~2014~~business development, Mrcorporate finance and other related services to be provided to the Company by ZMAX. ~~Terzo~~As ~~was~~of ~~appointed~~June as30, ~~our~~2015, ~~sole~~the ~~officer~~Company ~~and~~had ~~director~~paid ZMAX $87,948 under this agreement.

At this time, we have not entered into any employment agreements with our sole officer and director. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our sole officer and director or future key staff members.24

ITEM 1214. ~~SECURITY~~PRINCIPAL ~~OWNERSHIP~~ACCOUNTANT OFFEES ~~CERTAIN BENEFICIAL OWNERS~~ AND ~~MANAGEMENT~~SERVICES

~~The~~Audit following table sets forth information on the ownership of the Company’s voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of the Company’s common stock as of the date of this report:Fees

~~Unless~~The ~~otherwise~~aggregate ~~indicated~~fees inbilled ~~the~~to ~~following~~us ~~table,~~by ~~the~~our ~~address~~principal accountant for ~~each~~services ~~person~~rendered ~~named~~during in the ~~table~~fiscal isyear ~~c/o~~ended ~~Urban~~June ~~Hydroponics~~30, ~~Inc.,~~2015 ~~4045~~and ~~Sheridan Ave.~~2014, ~~Suite~~is ~~433~~set ~~Miami~~forth ~~Beach,~~in FLthe ~~33140.~~table below:

Title of Class: Common Stock


Fee Category	Fiscal year ended June 30, 2015		Fiscal year ended June 30, 2014

Audit fees (1)		$17, 800	$	17,800
Audit-related fees (2)		0		0
Tax fees (3)		0		0
All other fees (4)		0		0
Total fees		$17, 800	$	17,800

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percentage of Class (2)
Frank Terzo		0	0.0%
All directors and executive officers as a group (1 person)		0	0.0%
Humberto Bravo		22,000,000	63.9%
3707 Fifth Ave., #351
San Diego, CA 92103

(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(12) ~~Except~~Audit-related fees asconsist ~~otherwise~~of ~~indicated,~~fees ~~the~~billed ~~persons~~for ~~named~~professional inservices ~~this~~that ~~table~~are ~~have~~reasonably ~~sole~~related ~~voting, investment and dispositive power with respect~~ to ~~all~~the ~~shares~~performance of ~~common~~the ~~stock~~audit ~~listed,~~or ~~which~~review ~~includes shares~~ of our ~~common~~financial ~~stock~~statements, ~~that~~but ~~such~~are ~~persons~~not ~~have~~reported ~~the~~under ~~right~~“Audit ~~to acquire within 60 days from October 10, 2014~~fees.”

(23) ~~Percentages~~Tax fees ~~are~~consist ~~based~~of ~~upon~~fees ~~34,400,000~~billed ~~shares~~for ofprofessional ~~our~~services ~~common~~relating ~~stock~~to ~~outstanding~~tax ascompliance, oftax ~~October 10~~planning, ~~2014~~and tax advice.

~~ITEM~~(4) ~~13.~~All other ~~CERTAIN~~fees ~~RELATIONSHIPS~~consist ~~AND~~of ~~RELATED~~fees ~~TRANSACTIONS~~billed for all other services.

~~Loan~~Audit ~~from~~Committee’s aPre-Approval related party is from Mr. Shafiq Nazerali. As of June 30, 2013 the loan balance is $56,162. All funds provided to the Company by him are unsecured and he has agreed to forego any penalties or interest should the Company be unable to repay any of the funds provided.Practice

OnPrior ~~May~~to ~~15,~~our ~~2014,~~engagement ~~The~~of ~~Company~~our ~~entered~~independent auditor, ~~into~~such aengagement ~~Consulting~~was ~~Agreement~~approved ~~with~~by ~~Frank~~our ~~Terzo~~Board ~~and~~of ~~Accelerated~~Directors. ~~Growth~~The ~~Ventures~~services ~~(the~~provided ~~“Consultant”).~~under ~~Whereas~~this ~~the~~engagement ~~“Consultant”~~may ~~has~~include ~~provided~~audit services, ~~Chief~~audit-related ~~Executive Officer~~services, ~~President,~~tax ~~Treasurer~~services and ~~Secretary~~other services. toPre-approval ~~the~~is ~~Company~~generally ~~since~~provided ~~February~~for ~~27,~~up ~~2014~~to ~~(March~~one 1,year ~~2014~~and ~~the~~any pre-approval ~~“Effective~~is ~~Date”)~~detailed ~~the~~as ~~Company agrees~~ to athe ~~minimum~~particular ~~term~~service ~~for~~or ~~his~~category ~~services~~ of 12services ~~months~~and ~~from~~is ~~the~~generally ~~Effective~~subject ~~Date~~to ~~with~~a ~~compensation~~specific ofbudget. $6Pursuant our requirements,~~500~~ ~~(six~~the ~~thousand,~~independent ~~five~~auditors ~~hundred~~and ~~dollars)~~management ~~per~~are ~~month. The~~required ~~Company~~to ~~will~~report ~~reimburse~~to ~~the~~our ~~“consultant”~~Board ~~for~~of ~~all~~Directors ~~reasonable~~at ~~pre-approved~~least ~~out~~quarterly ofregarding the ~~pocket~~extent ~~expenses~~of inservices ~~connection~~provided ~~with~~by the ~~services~~independent ~~rendered~~auditors ~~under~~in ~~this~~accordance ~~agreement.~~with ~~The~~this ~~Company~~pre-approval, ~~may~~and ~~terminate~~ the ~~“consultant”~~fees onfor ~~five~~the ~~days~~services performed ~~prior~~to ~~written~~date. ~~notice~~Our ifBoard heof isDirectors ~~unable~~may toalso ~~perform~~pre-approve ~~any~~particular ofservices ~~the~~on ~~duties~~a ~~covered~~ case-by-case ~~this Agreement~~basis. ~~The~~All ~~“Consultant”~~audit-related ~~may~~fees, tax ~~terminate~~fees ~~this~~and ~~Agreement~~other onfees ~~thirty~~incurred ~~days~~by ~~prior~~us ~~written~~for ~~notice. As~~the ofyear ended June 30, ~~2014~~2015, ~~the~~were ~~Company~~approved ~~had~~by ~~paid~~our ~~Mr.~~Board ~~Terzo~~of ~~$9,703 under this agreement~~Directors.

2325

OnPART May 1, 2014, the Company entered into a Consulting and Finder’s Fee Agreement with ZMAX Capital Corp., a Florida Corporation (’ZMAX), whose President and Director is Shafiq Nazerali. ZMAX is also a shareholder of this Company. Pursuant to this agreement, the Company agreed to pay ZMAX a $50,000 (fifty thousand dollars) fee in connection with the successful closing of the Company’s Notes Offering. IV

~~Effective~~ITEM ~~June~~15. 1,EXHIBITS ~~2014,~~AND ~~the~~FINANCIAL ~~Company~~STATEMENT entered into a Consulting Services Agreement with ZMAX pursuant to which the Company agreed to pay ZMAX a monthly fee of $10,000 for a period of 12 months for certain management, business development, corporate finance and other related services to be provided to the Company by ZMAX.SCHEDULES

~~ITEM~~Financial ~~14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~Statements

~~Audit~~See ~~Fees~~Index to Financial Statements immediately following the signature page of this report.

~~The~~Financial ~~aggregate~~Statement ~~fees billed to us by our principal accountant for services rendered during the fiscal year ended June 30, 2014 and 2013, is set forth in the table below:~~Schedules

Fee Category	Fiscal year ended June 30, 2014		Fiscal year ended June 30, 2013
Audit fees (1)	$	17,800	$	17,600
Audit-related fees (2)		0		0
Tax fees (3)		0		0
All other fees (4)		0		0
Total fees	$	17,800	$	17,600

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

~~(2)~~The ~~Audit-related~~following ~~fees~~exhibits ~~consist of fees billed for professional services that~~ are ~~reasonably~~filed ~~related~~or tofurnished ~~the~~with ~~performance of the audit~~ or ~~review~~incorporated by ofreference ~~our~~in ~~financial~~this ~~statements, but are not reported under “Audit fees~~report.”

~~(3)~~In ~~Tax~~reviewing ~~fees~~the ~~consist~~agreements ofincluded ~~fees~~or incorporated ~~billed~~by ~~for~~reference ~~professional~~as ~~services~~exhibits ~~relating~~ to ~~tax~~this ~~compliance~~Annual Report on Form 10-K, ~~tax~~please ~~planning~~remember that, while these exhibits constitute public disclosure under the federal securities laws, they are included to provide you with information regarding their terms and ~~tax~~are ~~advice~~not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

~~(4)~~· ~~All~~should ~~other~~not ~~fees~~in ~~consist~~all instances be treated as categorical statements of ~~fees~~fact, ~~billed~~but ~~for~~rather ~~all~~as ~~other~~a ~~services.~~way of allocating the risk to one of the parties if those statements prove to be inaccurate;

~~Audit~~· ~~Committee’s~~have ~~Pre-Approval~~been ~~Practice~~qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

~~Prior~~· tomay ~~our~~apply ~~engagement~~standards of ~~our~~materiality ~~independent~~in ~~auditor,~~a ~~such~~way ~~engagement~~that ~~was~~is ~~approved~~different byfrom ~~our~~what ~~Board of Directors. The services provided under this engagement~~ may ~~include~~be ~~audit~~viewed ~~services,~~as ~~audit-related~~material ~~services, tax services and other services. Pre-approval is generally provided for up~~ to ~~one~~you ~~year and any pre-approval is detailed as to the particular service~~ or category of services and is generally subject to a specific budget. Pursuant our requirements, the independent auditors and management are required to report to our Board of Directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our Board of Directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other ~~fees~~investors; ~~incurred by us for the year ended June 30, 2014, were approved by our Board of Directors.~~and

24· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

~~PART~~Accordingly, IVthese representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~26

Financial Statements


Exhibit Number	SEC Report Reference No.	Description of Exhibit
3.1	3.01	Articles of Incorporation (1)
3.2	3.1	Certificate of Amendment to Articles of Incorporation (2)
3.3	3.2	Bylaws (1)
4.1	4.1	Form of 10% Secured Convertible Promissory Note of the Registrant (3)
4.2	4.2	Bridge Loan Promissory Note in favor of the Registrant dated May 21, 2014 (3)
10.1	10.1	Waiver and Release Agreement Dated June 30, 2013 by and between the Registrant and Jorge Alberto Almarez (4)
10.2	10.2	Waiver and Release Agreement Dated June 30, 2013 by and between the Registrant and Roca Cantera Y Marmol Canteras Acabados Finos (4)
10.3	10.1	Form of 10% Note Securities Purchase Agreement of the Registrant (3)
10.4	10.2	Bridge Loan Agreement by and among the Registrant and the other parties thereto dated May 21, 2014 (3)
10.5	10.3	Form of General Security Agreement by and among Registrant and the other parties thereto dated as of May 21, 2014 (3)
10.6	10.6	Consulting and Finder’s Fee Agreement dated May 1, 2014 by and between the Registrant and ZMAX Capital Corp. (4)
10.7	10.7	Consulting Agreement dated May 15, 2014 by and between the Registrant, Frank Terzo and Accelerated Growth Ventures, Inc. (4)
10.8	10.8	Consulting Services Agreement dated June 1, 2014 by and between the Registrant and ZMAX Capital Corp. (4)
10.9	*	Professional Relations and Consulting Agreement dated July 6, 2015 by and between the Registrant and Acorn Management Partners, LLC
10.10	*	Investor Relations Service Agreement dated September 4, 2015 by and between the Registrant and Hilton Advisory Group, Inc.
31.1/31.2	*	Certification of Principal Executive and Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1/32.2	*	Certifications of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
21.1	*	List of Subsidiaries
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

~~See~~* ~~Index~~Filed ~~to Financial Statements immediately following the signature page of this report~~herewith.

~~Financial~~(1) Incorporated by reference to the Registrant’s Registration Statement ~~Schedules~~on Form S-1, filed with the SEC (SEC File Number 333-171307) on December 21, 2010.

~~All~~(2) ~~financial~~Incorporated ~~statement~~by ~~schedules~~reference ~~are~~to ~~omitted~~the ~~because~~Registrant’s ~~they~~Current ~~are~~Report ~~not~~on ~~applicable~~Form or8-K, ~~the~~filed ~~required~~with ~~information~~the isSEC ~~shown~~(SEC inFile ~~the~~Number ~~financial~~000-54118) ~~statements~~on orJuly ~~notes~~9, ~~thereto~~2014.

~~Exhibits~~(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC (SEC File Number 000-54118) on May 28, 2014.

~~The~~(4) ~~following~~Incorporated ~~exhibits~~by ~~are~~reference ~~filed~~to orthe ~~furnished~~Registrant’s Annual Report on Form 10-K, filed with orthe ~~incorporated~~SEC by(SEC ~~reference~~File inNumber ~~this~~000-54118) ~~report~~on October 14, 2014.

In reviewing the agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:27

~~· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;~~SIGNATURES

·In ~~have~~accordance ~~been~~with ~~qualified~~the byrequirements ~~disclosures~~of ~~that were made to~~ the ~~other~~Exchange ~~party~~Act, ~~in connection with~~ the registrant ~~negotiation~~caused ofthis ~~the~~report ~~applicable~~to ~~agreement,~~be ~~which~~signed ~~disclosures~~on ~~are~~its ~~not~~behalf ~~necessarily~~by ~~reflected~~the inundersigned, ~~the~~thereunto ~~agreement;~~duly authorized.

· may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

		URBAN HYDROPONICS, INC.

October 13, 2015		By: /s/ Frank Terzo
		Frank Terzo, President, Treasurer and Secretary
		(Principal Executive Officer and Principal Financial Officer)

·Pursuant ~~were~~to ~~made~~the ~~only~~requirements as of the ~~date~~Securities Exchange Act of ~~the~~1934, ~~applicable~~as ~~agreement~~amended, orthis ~~such~~report ~~other~~has ~~date~~been orsigned ~~dates~~below asby ~~may~~the befollowing ~~specified~~persons inon behalf of the ~~agreement~~registrant and ~~are~~in the ~~subject~~capacities toand ~~more~~on ~~recent~~the ~~developments~~dates indicated.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.


Signature	Title	Date

/s/ Frank Terzo	Director	October 13, 2015
Frank Terzo

Exhibit	SEC Report
Number	Reference No.	Description of Exhibit
3.1	3.01	Articles of Incorporation (1)
3.2	3.1	Certificate of Amendment to Articles of Incorporation (2)
3.3	3.2	Bylaws (1)
4.1	4.1	Form of 10% Secured Convertible Promissory Note of the Registrant (3)
4.2	4.2	Bridge Loan Promissory Note in favor of the Registrant dated May 21, 2014 (3)
10.1	*	Waiver and Release Agreement Dated June 30, 2013 by and between the Registrant and Jorge Alberto Almarez
10.2	*	Waiver and Release Agreement Dated June 30, 2013 by and between the Registrant and Roca Cantera Y Marmol Canteras Acabados Finos
10.3	10.1	Form of 10% Note Securities Purchase Agreement of the Registrant (3)
10.4	10.2	Bridge Loan Agreement by and among the Registrant and the other parties thereto dated May 21, 2014 (3)
10.5	10.3	Form of General Security Agreement by and among Registrant and the other parties thereto dated as of May 21, 2014 (3)
10.6	*	Consulting and Finder’s Fee Agreement dated May 1, 2014 by and between the Registrant and ZMAX Capital Corp.
10.7	*	Consulting Agreement dated May 15, 2014 by and between the Registrant, Frank Terzo and Accelerated Growth Ventures, Inc.
10.8	*	Consulting Services Agreement dated June 1, 2014 by and between the Registrant and ZMAX Capital Corp.
21.1	*	List of Subsidiaries
31.1/31.2	*	Certification of Principal Executive and Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1/32.2	*	Certifications of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS**	101.INS**	XBRL Instance Document
101.SCH**	101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

*URBAN ~~Filed~~HYDROPONICS, ~~herewith~~INC.

**(A ToDevelopment beStage ~~filed by amendment.~~Company)

~~(1)~~Financial ~~Incorporated by reference to the Registrant’s Registration Statement on Form S-1, filed with the SEC (SEC File Number 333-171307) on December 21, 2010.~~Statements

~~(2)~~June ~~Incorporated by reference to the Registrant’s Current Report on Form 8-K~~30, ~~filed with the SEC (SEC File Number 000-54118) on July 9,~~ 2014.

~~(3)~~TABLE ~~Incorporated~~OF ~~by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC (SEC File Number 000-54118) on May 28, 2014.~~CONTENTS


Report of Independent Registered Public Accounting Firm	F–2
Balance Sheets	F–3
Statements of Operations	F–4
Statements of Changes in Stockholders’ Equity	F–5
Statements of Cash Flows	F–6
Notes to the Financial Statements	F–7

~~SIGNATURES~~F-1

InGEORGE ~~accordance with the requirements of the Exchange Act~~STEWART, ~~the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~CPA

	URBAN HYDROPONICS, INC.
October 14, 2014	By:	/s/ Frank Terzo
		Frank Terzo, President, Treasurer and Secretary
		(Principal Executive Officer and Principal Financial Officer)

316 17^TH AVENUE SOUTH

~~Pursuant to the requirements of the Securities Exchange Act of 1934~~SEATTLE, asWASHINGTON ~~amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~98144

Signature	Title	Date
/s/ Frank Terzo	Director	October 14, 2014
Frank Terzo

(206) 328-8554 FAX(206) 328-0383

26REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~URBAN~~To ~~HYDROPONICS,~~the ~~INC.~~Board of Directors

(AUrban ~~Development~~Hydroponics ~~Stage Company)~~Inc.

~~Financial~~I ~~Statements~~have audited the accompanying balance sheets of Urban Hydroponics Inc. (A Development Stage Company) as of June 30, 2015 and 2014, and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2015 and 2014. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

~~June~~I 30conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~2014~~on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

~~TABLE~~In OFmy ~~CONTENTS~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Urban Hydroponics Inc., (A Development Stage Company) as of June 30, 2015 and 2014, and the results of its operations and cash flows for the years ended June 30, 2015 and 2014 in conformity with generally accepted accounting principles in the United States of America.

Report of Independent Registered Public Accounting Firm	F–2
Balance Sheets	F–3
Statements of Operations	F–4
Statements of Changes in Stockholders’ Equity	F–5
Statements of Cash Flows	F–6
Notes to the Financial Statements	F–7

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 3 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-1~~/S/ George Stewart

~~GEORGE STEWART~~Seattle, ~~CPA~~Washington

~~316~~October ~~17TH~~5, ~~AVENUE SOUTH~~2015

~~SEATTLE, WASHINGTON 98144~~F-2

~~(206)~~Urban Hydroponics, ~~328-8554~~Inc. ~~FAX~~(~~206)~~formerly ~~328-0383~~Placer Del Mar, Ltd.)

~~REPORT~~(A OFDevelopment ~~INDEPENDENT~~Stage ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Company)

~~To the Board of Directors~~Balance Sheets

Urban Hydroponics, Inc.


	(Unaudited)
	Year Ended			Year Ended
	June 30, 2015			June 30, 2014

ASSETS

CURRENT ASSETS

Cash and cash equivalents	$	45,115		$	77
Bridge Loans		1,211,000			520,000
Bridge loans accrued interest		100,325			5,379
Total current assets		1,356,440			525,456

LIABILITIES & STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	265,904		$	267,368
Secured loans		1,935,000			620,000
Secured loans accrued interest		140,891			6,422
Loan from related party		56,162			56,162
Total current liabilities		2,397,957			949,952

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 10,000,000 authorized; none issued at June 30, 2015 and 2014 respectively.		—			—
Common stock, $0.001 par value, 300,000,000 shares authorized; 34,800,000 shares issued and outstanding at June 30, 2015 and 34,400,000 at June 30, 2014 respectively.		34,800			34,400
Additional paid-in capital		221,400			9,800
Deficit accumulated during development stage		(1,297,717	)		(467,496	)
TOTAL STOCKHOLDERS’ EQUITY		(1,041,517	)		(423,296	)

TOTAL LIABILITITES AND STOCKHOLDERS’ EQUITY	$	1,356,440		$	526,656

ISee ~~have~~Notes audited the accompanying balance sheets of Urban Hydroponics Inc. (A Development Stage Company) as of June 30, 2014 and 2013, and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2014 and 2013 and for the period from May 13, 2005 (inception), to ~~June~~Financial ~~30, 2014. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.~~Statements

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.F-3

~~In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of~~ Urban Hydroponics, Inc., (Aformerly ~~Development~~Placer ~~Stage~~Del ~~Company) as of June 30~~Mar, 2014 and 2013, and the results of its operations and cash flows for the years ended June 30, 2014 and 2013 and the period from May 13, 2005 (inception), to June 30, 2014 in conformity with generally accepted accounting principles in the United States of AmericaLtd.)

~~The~~(A Development ~~accompanying~~Stage ~~financial statements have been prepared assuming the~~ Company will continue as a going concern. As discussed in Note # 3 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.)

~~/s/~~Statements of ~~George Stewart~~ Operations

Seattle, Washington


	Year Ended			Year Ended
	June 30, 2015			June 30, 2014

REVENUES
Revenues	—			—
TOTAL REVENUES	$	—		$	—

OPERATING COSTS
Administrative expenses		788,224			292,185
TOTAL OPERATING COSTS	$	788,224		$	292,185
OTHER EXPENSE
Interest expense		136,943			6,422
TOTAL OTHER EXPENSE		136,943			6,422

TOTAL EXPENSE	$	925,167		$	298,607

NET ORDINARY INCOME (LOSS)		(925,167	)		(298,607	)
OTHER INCOME/EXPENSE
Other income
Interest income		94,946			5,379
TOTAL OTHER INCOME/EXPENSE		94,946			5,379

NET INCOME(LOSS)	$	(830,221	)	$	(293,228	)

BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE	$	(0.03	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		34,800,000			34,400,000

~~October~~See ~~13,~~Notes ~~2014~~to Financial Statements

F-24

~~URBAN~~Urban Hydroponics, ~~HYDROPONICS~~Inc. (formerly Placer Del Mar, ~~INC~~Ltd.)

(~~f/k/a~~A Development ~~PLACER~~Stage ~~DEL MAR, LTD.~~Company)

(AStatements of ~~Development~~Changes ~~Stage~~in ~~Company)~~Stockholders’ Equity

Balance Sheets


								Deficit
								Accumulated
			Common					During
	Common Stock		Stock Amount		Additional Paid-in Capital			Development Stage			Total
Balance May 13, 2005		—	$	—	$	—		$	—		$	—
Stock issued for cash on May 20, 2005									—
at $0.001 per share		20,000,000		20,000		(10,000	)		—			10,000
Stock issued for cash on June 14, 2005
at $0.001 per share		8,400,000		8,400		(4,200	)		—			4,200
Stock issued for cash on June 30, 2005
at $0.001 per share		4,000,000		4,000		16,000			—			20,000
Net loss June 30, 2005									(3,500	)		(3,500	)
Balance June 30 2005		1,620,000	$	32,400	$	1,800		$	(3,500	)	$	30,700
Stock issued for services on May 22, 2006
at $0.01 per share		2,000,000		2,000		8,000			—			10,000
Net loss June 30, 2006									(25,885	)		(25,885	)
Balance, June 30, 2006		3,620,000		34,400		9,800			(29,385	)		14,815
Net loss June 30, 2007									(29,105	)		(29,105	)
Balance June 30, 2007		3,620,000		34,400		9,800			(58,490	)		(14,290	)
Net loss June 30, 2008									(18,023	)		(18,023	)
Balance June 30, 2008		3,620,000		34,400		9,800			(76,513	)		(32,313	)
Net loss June 30, 2009									(24,649	)		(24,649	)
Balance June 30, 2009		3,620,000		34,400		9,800			(101,162	)		(56,962	)
Net Loss June 30, 2010									(10,646	)		(10,646	)
Balance June 30, 2010		3,620,000		34,400		9,800			(111,808	)		(67,608	)
Net profit June 30, 2011									100,100			100,100
Balance June 30, 2011		3,620,000		34,400		9,800			(11,708	)		32,492
Net loss June 30, 2012									(106,168	)		(106,168	)
Balance June 30, 2012		3,620,000		34,400		9,800			(117,876	)		(73,676	)
Net loss June 30, 2013									(57,591	)		(57,591	)
Balance June 30, 2013		3,620,000		34,400		9,800			(175,467	)		(131,267	)
Net loss June 30, 2014									(292,029	)		(292,029	)
Balance June 30, 2014		34,400,000		34,400		9,800			(467,496	)		(423,296	)
Stock issued for services on April 19, 2015		400,000		400		211,600						212,000
Net loss June 30,2015									(830,221	)		(830,221	)
Balance June 30, 2015		34,800,000		34,800		221,400			(1,297,717	)		(1,041,517	)

~~(Stated~~See inNotes ~~U.S.Dollars)~~to Financial Statements

	Year Ended			Year Ended
	June 30, 2014			June 30, 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	77		$	-
Bridge Loans		520,000			-
Bridge loans accrued interest		5,379			-
Total current assets		525,456			-
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	267,368		$	101,039
Secured loans		620,000
Secured loans accrued interest		6,422
Loan from related party		56,162			30,228
Total current liabilities		949,952			131,267
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 authorized;
none issued at June 30, 2014 and June 30, 2013 respectively		-			-
Common stock, $0.001 par value, 300,000,000 shares
authorized; 34,400,000 shares issued and outstanding at
June 30, 2014 and 1,720,000 at June 30, 2013 respectively		34,400			34,400
Additional paid-in capital		9,800			9,800
Deficit accumulated during development stage		(468,696	)		(175,467	)
TOTAL STOCKHOLDERS' EQUITY		(424,496	)		(131,267	)
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY	$	525,456		$	-

F-5

~~See~~Urban Hydroponics, ~~Notes~~Inc. to(formerly ~~Financial~~Placer ~~Statements~~Del Mar, Ltd.)

~~F-3~~(A Development Stage Company)

~~URBAN~~Statements of ~~HYDROPONICS,~~Cash ~~INC.~~Flows

(F/K/A PLACER DEL MAR, LTD.)

	Year Ended			Year Ended
	June 30, 2015			June 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(830,221	)	$	(293,228	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Bridge Loans		(691,000	)		(520,000	)
(Accrued Interest bridge loans)		(94,949	)		(5,379	)

Changes in operating assets and liabilities:
Accounts receivable		—			—
Accounts payable and accrued expenses		(264	)		166,329
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(1,616,434	)		(652,278	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from related party		—			25,934
Proceeds of loan from shareholder		—			—
Proceeds from secured promissory notes		1,315,000			620,000
Accrued interest from secured promissory notes		134,472			6,421
Issuance of common stock		212,000			—
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		1,661,472			652,355

NET INCREASE (DECREASE) IN CASH		45,038			77
CASH AT BEGINNING OF PERIOD		77			—
CASH AT END OF PERIOD	$	45,115		$	77

NON-CASH INVESTING AND FINANCIAL ACTIVITIES
Increase in mining rights license and long -term liabilities		—			—

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for :
Interest	$	—		$	—

Income Taxes	$	—		$	—

(ASee ~~Development~~Notes ~~Stage~~to ~~Company)~~Financial Statements

~~Statements of Operations~~F-6

							Inception
							May 13, 2005
	Year Ended			Year Ended			through
	June 30, 2014			June 30, 2013			June 30, 2014
REVENUES
Revenues	$	-		$	-		$	197,927
TOTAL REVENUES		-			-			197,927
OPERATING COSTS
Exploration expense		-			-			58,174
Amortization of mineral rights license		-			11,156			28,818
Administrative expenses		292,185			72,417			571,980
TOTAL OPERATING COSTS		292,185			83,573			658,972
OTHER EXPENSE
Interest expense		6,422			20,700			59,712
TOTAL OTHER EXPENSE		6,422			20,700			59,712
OTHER INCOME/EXPENSE
Other income
Interest income		5,379			-			5,379
Ordinary gain from June 30,2013 liability write-off		-			46,682			46,682
TOTAL OTHER INCOME/EXPENSE		5,379			46,682			52,061
NET INCOME(LOSS)	$	(293,228	)	$	(57,591	)	$	(468,696	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		34,400,000			34,400,000

Urban Hydroponics, Inc. (formerly Placer Del Mar, Ltd.)

~~See~~(A ~~Notes~~Development toStage ~~Financial Statements~~Company)

~~F-4~~Notes to Financial Statements

~~URBAN~~June ~~HYDROPONICS~~30, ~~INC.~~2015

~~(F/K/A~~NOTE ~~PLACER~~1. ORGANIZATION ~~DEL~~AND ~~MAR,~~DESCRIPTION ~~LTD.)~~OF BUSINESS

Urban Hydroponics, Inc. (the “Company”) was incorporated in the State of Nevada on May 13, 2005 as Placer Del Mar, Ltd. The Company’s year-end is June 30. The Company is “A Development Stage ~~company~~Company” as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 918, Development Stage Entities. The Company obtained a mineral rights option agreement on June 3, 2005. The Company’s inception date was May, 13th 2005. The Company began operations in September of 2006 and had ongoing operations and spent $366,786 to confirm viable minerals within the claim. These funds were expensed due to PCAOB and GAAP rules.

~~Statements~~On December 8, 2010 the Company entered into a Mineral Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of ~~Changes~~only ~~in Stockholder's~~Mexican Shellstone-Limestone ~~Equity~~(~~Deficit~~“Conchuela”) on the property. As of June 30, 2013 the Company had reported revenue of $197,927 from the Conchuela extraction.

~~From~~In ~~May~~June, 132013, ~~2005~~our ~~(Inception)~~Board ~~through~~of Directors determined that the Company should cease its mining exploration activities and to refocus our business objectives to seeking, investigating and, if such investigation warrants, engaging in a business combination with a private entity whose business presents an opportunity for our shareholders. Accordingly, as of June 30, ~~2014~~2013, both the Mineral Rights Revenue Sharing Agreement with Mr. Almarez and the Mineral Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos were terminated by the parties, with each party waiving, and releasing the other party from, any liabilities or obligations, past or future, under those agreements.

								Deficit
			Common					Accumulated
	Common		Stock		Additional			During
	Stock		Amount		Paid-in Capital			Exploration Stage			Total
Balance May 13, 2005		-	$	-	$	-		$	-		$	-
Stock issued for cash on May 20, 2005 at $0.001 per share		20,000,000		20,000		(10,000	)		-			10,000
Stock issued for cash on June 14, 2005 at $0.001 per share		8,400,000		8,400		(4,200	)		-			4,200
Stock issued for cash on June 30, 2005 at $0.001 per share		4,000,000		4,000		16,000			-			20,000
Net loss June 30, 2005									(3,500	)		(3,500	)
Balance June 30 2005		1,620,000	$	32,400	$	1,800		$	(3,500	)	$	30,700
Stock issued for services on May 22, 2006 at $0.01 per share		2,000,000		2,000		8,000			-			10,000
Net loss June 30, 2006									(25,885	)		(25,885	)
Balance, June 30, 2006		3,620,000		34,400		9,800			(29,385	)		14,815
Net loss June 30, 2007									(29,105	)		(29,105	)
Balance June 30, 2007		3,620,000		34,400		9,800			(58,490	)		(14,290	)
Net loss June 30, 2008									(18,023	)		(18,023	)
Balance June 30, 2008		3,620,000		34,400		9,800			(76,513	)		(32,313	)
Net loss June 30, 2009									(24,649	)		(24,649	)
Balance June 30, 2009		3,620,000		34,400		9,800			(101,162	)		(56,962	)
Net Loss June 30, 2010									(10,646	)		(10,646	)
Balance June 30, 2010		3,620,000		34,400		9,800			(111,808	)		(67,608	)
Net profit June 30, 2011									100,100			100,100
Balance June 30, 2011		3,620,000		34,400		9,800			(11,708	)		32,492
Net loss June 30, 2012									(106,168	)		(106,168	)
Balance June 30, 2012		3,620,000		34,400		9,800			(117,876	)		(73,676	)
Net loss June 30, 2013									(57,591	)		(57,591	)
Balance June 30, 2013		3,620,000		34,400		9,800			(175,467	)		(131,267	)
Net loss June 30,2014									(293,228	)		(293,228	)
Balance June 30, 2014		3,620,000		34,400		9,800			(468,696	)		(424,496	)

We are no longer engaged in the business of mining and mineral exploration. We currently hold no mineral exploration or mining rights and do not currently intend to acquire any. We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.

~~See~~NOTE ~~Notes~~2. SUMMARY toOF ~~Financial~~SIGNIFICANT ~~Statements~~ACCOUNTING POLICIES

~~F-5~~Basis of Accounting

~~URBAN~~The ~~HYDROPONICS,~~Company’s ~~INC~~financial statements are prepared using the accrual method of accounting.

~~(F/K/A~~Basic ~~PLACER~~Earnings ~~DEL~~(loss) ~~MAR,~~per ~~LTD.)~~Share

The Company computes net income (Aloss) per ~~Development~~share ~~Stage~~in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC 260 effective May 13, 2005 (inception).

~~Statements~~Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of ~~Cash~~common ~~Flows~~shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

~~(Stated~~Cash inEquivalents ~~U.S.Dollars)~~

							Inception
							May 13, 2005
	Year Ended			Year Ended			Through
	June 30, 2014			June 30, 2013			June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(293,228	)	$	(57,591	)	$	(468,696	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Discount of long term liabilities		-			(174,797	)		-
Amortization of mineral rights license		-			-			-
Bridge Loans		(520,000	)					(520,000	)
(Accrued Interest bridge loans)		(5,379	)		-			(5,379	)
Changes in operating assets and liabilities:
Accounts receivable		-			127,927			-
Accounts payable and accrued expenses		172,750			41,100			273,790
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(645,857	)		(63,361	)		(720,285	)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from related party		25,934			30,228			56,162
Proceeds of loan from shareholder					(92,500	)
Proceeds from secured promissory notes		620,000						620,000
Issuance of common stock		-			-			44,200
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		645,934			(62,272	)		720,362
NET INCREASE (DECREASE) IN CASH		77			(1,089	)		77
CASH AT BEGINNING OF PERIOD		-			1,089			-
		77
CASH AT END OF PERIOD	$	77		$	-		$	77
NON-CASH INVESTING AND FINANCIAL ACTIVITIES
Increase in mining rights license and long-term liabilities	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

~~See Notes to Financial Statements~~F-7

~~F-6~~Urban Hydroponics, Inc. (formerly Placer Del Mar, Ltd.)

~~URBAN~~(A ~~HYDROPONICS,~~Development ~~INC.~~Stage Company)

~~(F/K/A~~Notes ~~PLACER~~to ~~DEL~~Financial ~~MAR, LTD.)~~Statements

(AJune ~~Development~~30, ~~Stage Company)~~2015

~~Notes~~NOTE to2. SUMMARY ~~Financial~~OF ~~Statements~~SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~June~~Use ~~30,~~of ~~2014~~Estimates and Assumptions

~~NOTE~~The 1preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~ORGANIZATION~~Actual ~~AND~~results ~~DESCRIPTION~~could OFdiffer ~~BUSINESS~~from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.

~~Urban~~Income Hydroponics, Inc. (the “Company”) was incorporated in the State of Nevada on May 13, 2005 as Placer Del Mar, Ltd. The Company’s year-end is June 30. The Company is “A Development Stage Company” as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 918, Development Stage Entities. The Company obtained a mineral rights option agreement on June 3, 2005. The Company’s inception date was May, 13th 2005. The Company began operations in September of 2006 and had ongoing operations and spent $366,786 to confirm viable minerals within the claim. These funds were expensed due to PCAOB and GAAP rules.Taxes

OnIncome ~~December~~taxes 8,are ~~2010~~provided ~~the~~in ~~Company~~accordance with ~~entered~~ASC ~~into~~740, aIncome ~~Mineral~~Taxes. ~~Extraction~~A ~~Agreement~~deferred ~~with~~tax ~~Roca~~asset ~~Cantera~~or Yliability ~~Marmol,~~is ~~Canteras~~recorded ~~Acabados~~for ~~Finos~~all ~~related~~temporary todifferences ~~the~~between ~~extraction~~financial and oftax ~~only~~reporting ~~Mexican~~and ~~Shellstone-Limestone~~net ~~(“Conchuela”)~~operating onloss ~~the~~carry ~~property~~forwards. As ofDeferred ~~June~~tax ~~30,~~expense ~~2013~~(benefit) results from the ~~Company~~net ~~had~~change ~~reported~~during ~~revenue~~the year of ~~$197,927~~deferred ~~from~~tax ~~the~~assets ~~Conchuela~~and ~~extraction~~liabilities.

InDeferred ~~June,~~tax ~~2013,~~assets ~~our~~are ~~Board~~reduced ofby ~~Directors~~a ~~determined~~valuation allowance ~~that the Company should cease its mining exploration activities and to refocus our business objectives to seeking~~when, ~~investigating~~in ~~and,~~the ifopinion ~~such~~of ~~investigation warrants~~management, ~~engaging~~it inis amore ~~business~~likely ~~combination~~than ~~with~~not athat ~~private~~some ~~entity~~portion ~~whose~~or ~~business~~all ~~presents an opportunity for our shareholders. Accordingly, as~~ of ~~June 30, 2013, both~~ the ~~Mineral~~deferred ~~Rights~~tax ~~Revenue~~assets ~~Sharing~~will not ~~Agreement~~be ~~with Mr~~realized. ~~Almarez~~Deferred ~~and~~tax ~~the~~assets ~~Mineral~~and ~~Extraction~~liabilities ~~Agreement~~are ~~with~~adjusted ~~Roca~~for ~~Cantera Y Marmol, Canteras Acabados Finos were terminated by~~ the ~~parties,~~effects ~~with~~of ~~each~~changes ~~party~~in ~~waiving,~~tax laws and ~~releasing~~rates on the ~~other~~date of ~~party from, any liabilities or obligations, past or future, under those agreements~~enactment.

WeRecent ~~are~~Accounting no longer engaged in the business of mining and mineral exploration. We currently hold no mineral exploration or mining rights and do not currently intend to acquire any. We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.Pronouncements

~~NOTE~~In 2March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, ~~SUMMARY~~which OFis ~~SIGNIFICANT~~included ~~ACCOUNTING~~in ~~POLICIES~~the Codification under ASC 815. This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption. This guidance became effective for the Company’s interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

~~Basis~~In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events (“ASC 855”). This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of ~~Accounting~~this guidance did not have a material impact on the Company’s financial statements.

~~The~~In ~~Company’s~~January 2010, ~~financial~~the ~~statements~~FASB ~~are~~issued ~~prepared~~ASU No. 2010-06, ~~using~~which is included in the ~~accrual~~Codification ~~method~~under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). This update requires the disclosure of ~~accounting~~transfers between the observable input categories and activity in the unobservable input category for fair value measurements. The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

~~Basic~~In ~~Earnings~~May 2009, the FASB issued ASC No. 855 “Subsequent Events”. ASC No. 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC No. 855 sets forth (~~loss~~1) ~~per~~The ~~Share~~period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC No. 855 was effective for interim or annual financial periods ending after June 15, 2009.

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC 260 effective May 13, 2005 (inception).F-8

~~Basic~~Urban ~~net~~Hydroponics, ~~earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding~~Inc. ~~Diluted~~ ~~earnings~~ (~~loss)~~formerly ~~per~~Placer Del ~~share~~Mar, ~~are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company~~Ltd.)

~~Cash~~(A ~~Equivalents~~Development Stage Company)

~~The~~Notes ~~Company considers all highly liquid investments purchased with an original maturity of three months or less~~ to beFinancial ~~cash equivalents.~~Statements

~~F-7~~June 30, 2015

~~URBAN~~NOTE ~~HYDROPONICS, INC~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~(F/K/A~~The ~~PLACER~~Company ~~DEL~~has ~~MAR,~~implemented ~~LTD~~all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.)

(ANOTE ~~Development~~3. GOING ~~Stage Company)~~CONCERN

~~Notes~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company reported no revenue for the years ended June 30, 2015 and 2014 respectively. The Company has generated net losses of $1,297,717 during the period from May 13, 2005 (inception) to ~~Financial~~June ~~Statements~~30, 2015. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional funding for operations and this additional funding may be raised through debt or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will attempt to obtain. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

~~June~~NOTE ~~30,~~4. RELATED ~~2014~~PARTY TRANSACTION

~~NOTE~~The 2Company neither owns nor leases any real or personal property. ~~SUMMARY~~The OFofficer/director ~~SIGNIFICANT~~of ~~ACCOUNTING~~the ~~POLICIES~~Company ~~(Continued)~~is involved in other businesses. This could create a conflict between the Company and his other business interests. The Company has not formulated a policy for the resolution of such a conflict should one arise.

~~Mineral~~Loan ~~Property~~from ~~Costs~~a related party is from Mr. Shafiq Nazerali. Mr. Nazerali is the principal of Valor Invest Ltd. (“Valor”). As of June 30, 2015 the loan balance is $56,162. All funds provided to the Company by him are unsecured and he has agreed to forego any penalties or interest should the Company be unable to repay any of the funds provided.

~~The~~NOTE ~~Company conducted exploration and trenching activities beginning on September 27, 2006 and has realized $197,927 in revenues from operations~~5. INCOME ~~All~~TAXES exploration expenditures were expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Use of Estimates and Assumptions

	As of June 30, 2015

Deferred tax assets:
Net operating tax carryforward	$	1,297,717
Tax rate		34	%
Gross deferred tax assets		441,224
Valuation allowance		(441,224	)

Net deferred tax assets	$	-0-

~~The~~Realization ~~preparation~~ of ~~financial~~deferred ~~statements~~tax inassets ~~conformity~~is ~~with~~dependent ~~generally~~upon ~~accepted~~sufficient future ~~accounting~~taxable ~~principles~~income ~~requires~~during ~~management~~the toperiod ~~make estimates and assumptions~~ that ~~affect~~deductible ~~the~~temporary ~~reported~~differences ~~amounts of assets~~ and ~~liabilities~~carryforwards ~~and~~are ~~disclosure~~expected ofto ~~contingent~~be ~~assets~~available ~~and~~to reduce ~~liabilities~~taxable atincome. As the ~~date~~achievement of ~~the~~required ~~financial~~future ~~statements~~taxable ~~and~~income ~~the~~is ~~reported~~uncertain, ~~amounts of revenues and expenses during~~ the ~~reporting~~Company ~~period.~~recorded ~~Actual~~a ~~results~~valuation ~~could differ from those estimates~~allowance. ~~In accordance with FASB 16 all adjustments are normal and recurring.~~

~~Income~~NOTE ~~Taxes~~6. NET OPERATING LOSSES

~~Income~~As ~~taxes~~of ~~are~~June ~~provided~~30, ~~in accordance with ASC 740~~2015, ~~Income~~the ~~Taxes.~~Company Ahas ~~deferred~~a net ~~tax~~operating ~~asset~~loss orof ~~liability~~$1,297,717. isNet ~~recorded for all temporary differences between financial and tax reporting and net~~ operating loss ~~carry~~expires ~~forwards. Deferred~~twenty ~~tax~~years ~~expense (benefit) results~~ from the ~~net change during~~ date the ~~year~~ ~~of deferred tax assets and~~loss ~~liabilities~~was incurred.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.F-9

~~Recent~~Urban ~~Accounting~~Hydroponics, ~~Pronouncements~~Inc. (formerly Placer Del Mar, Ltd.)

~~In March 2010, the FASB issued Accounting Standards Update~~ (~~“ASU”)~~A ~~No. 2010-11,~~Development ~~which~~Stage is included in the Codification under ASC 815. This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption. This guidance became effective for the Company~~’s interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.~~)

InNotes ~~February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events (“ASC 855”). This update removes the requirement for an SEC filer~~ to ~~disclose~~Financial the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.Statements

~~F-8~~June 30, 2015

~~URBAN~~NOTE ~~HYDROPONICS, INC~~7. STOCK TRANSACTIONS

~~(F/K/A~~On ~~PLACER~~May ~~DEL~~20, ~~MAR~~2005, ~~LTD~~the Company issued 20,000,000 shares of common stock for cash at $0.01 per share (post-split basis).

(AOn ~~Development~~June ~~Stage~~14, 2005, the Company issued 8,400,000 shares of common stock for cash at $0.01 per share (post-split basis).

~~Notes~~On toJune ~~Financial~~30, ~~Statements~~2005, the Company issued 4,000,000 shares of common stock for cash at $0.10 per share (post-split basis).

~~June~~On 30May 22, ~~2014~~2006, the Company issued 2,000,000 shares of common stock for services at $0.10 per share (post-split basis).

~~NOTE~~On 2May 28, 2014, the Board of Directors of the Company approved a 20-for-1 forward stock split on its common stock outstanding in the form of a dividend, with a Record Date of June 19, 2014. This ~~SUMMARY~~stock OFsplit ~~SIGNIFICANT~~in ~~ACCOUNTING~~the ~~POLICIES~~form of a dividend entitled each common stock shareholder as of the Record Date to receive nineteen (~~continued~~19) additional shares of common stock for each one (1) share owned. Additional shares issued as a result of the stock split were distributed on the Payment Date. Shareholders did not need to exchange existing stock certificates and received a new certificate reflecting the newly issued shares.

InOn ~~January 2010~~May 31, ~~the FASB issued ASU No. 2010-06~~2014, ~~which~~our isMajority ~~included~~Stockholder approved inan amendment (the ~~Codification~~“2012 ~~under~~Plan ~~ASC~~Amendment”) ~~820,~~to ~~Fair~~our ~~Value~~2012 ~~Measurements~~Equity ~~and~~Incentive ~~Disclosures~~Plan (the “~~ASC~~2012 ~~820~~Plan”). ~~This~~Pursuant to ~~update~~the ~~requires~~2012 Plan Amendment, the ~~disclosure~~number of ~~transfers~~shares ~~between~~of ~~the~~our ~~observable~~common ~~input~~stock ~~categories~~reserved ~~and~~for ~~activity~~issuance inunder the ~~unobservable~~2012 ~~input~~Plan ~~category~~was ~~for~~reduced ~~fair~~to ~~value~~380,000 from ~~measurements~~7,000,000 shares. ~~The~~This ~~guidance~~reduction ~~also~~was ~~requires~~adopted ~~disclosures~~in ~~about~~view ~~the~~of ~~inputs~~our ~~and~~20 ~~valuation~~for ~~techniques~~1 ~~used~~forward tostock ~~measure~~split ~~fair~~in ~~value~~the ~~and~~form ~~became~~of ~~effective~~a dividend, which, taking into account the automatic adjustment provisions for ~~interim~~stock ~~and~~dividends ~~annual~~set ~~reporting~~forth ~~periods~~in ~~beginning~~Section ~~January 1~~14(a)(iii) of the 2012 Plan, ~~2010. The~~resulted ~~adoption~~in 7,600,000 shares of ~~this~~our ~~guidance~~common ~~did~~stock ~~not~~being ~~have~~available afor ~~material~~grant ~~impact~~under onthe 2012 Plan following effectiveness of the ~~Company’s~~forward ~~financial~~stock ~~statements~~split.

InOn ~~May~~February ~~2009~~15, ~~the~~2015, ~~FASB issued ASC No. 855 “Subsequent Events”. ASC No. 855 establishes general standards of accounting for and disclosure of events that occur after~~ the ~~balance~~Company ~~sheet date but before financial statements are~~ issued 400,000 orshares ~~are~~(post-split ~~available~~basis to ~~be issued. ASC No. 855 sets forth (1) The period after~~ the ~~balance~~designee ~~sheet date during which management~~ of a ~~reporting~~former ~~entity~~service ~~should~~provider ~~evaluate~~in ~~events~~exchange ~~or transactions that may occur~~ for ~~potential~~settlement ~~recognition or disclosure~~ in ~~the~~full ~~financial~~of ~~statements, (2) The circumstances under which~~ an ~~entity should recognize events or transactions occurring after the~~ outstanding balance ~~sheet~~of ~~date~~$211,138.07 in($212,000 ~~its~~rounded ~~financial statements and (3~~up) ~~The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC No. 855 was effective~~ for ~~interim~~services orprovided ~~annual~~by ~~financial~~such ~~periods~~service ~~ending after June 15, 2009~~provider.

~~The~~As ~~Company~~of ~~has~~June ~~implemented~~30, ~~all~~2015 ~~new~~the ~~accounting~~Company ~~pronouncements~~had ~~that~~34,800, ~~are~~000 inshares ~~effect~~of ~~and~~common stock ~~that~~issued ~~may impact its financial statements~~ and ~~does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations~~outstanding.

~~NOTE~~Unregistered 3.Sale ~~GOING~~of ~~CONCERN~~Equity Securities

~~The~~Between ~~accompanying~~May ~~financial~~21, ~~statements~~2104 ~~have~~and ~~been~~August ~~prepared~~5, ~~assuming~~2015 held ~~that~~multiple ~~the~~closings ~~Company~~and ~~will~~sold ~~continue~~an asaggregate aof ~~going~~$1,970,000 ~~concern. The~~in ~~Company~~principle ~~reported~~amount noof ~~revenue~~its ~~for~~10% ~~the~~Secured ~~years~~Convertible ~~ended~~Promissory ~~June~~Notes (the ~~30,~~“Investor ~~2014~~Notes”) ~~and~~to ~~2013,~~twenty ~~respectively,~~three ~~and~~(23) ~~$197,927~~investors ~~from inception,~~ (the ~~Company~~“Investors”). ~~has~~The ~~generated~~Investor ~~net~~Notes ~~losses~~were ofoffered and ~~$468,696~~sold ~~during~~in ~~the~~a ~~period~~private ~~from~~placement ~~May~~(the ~~13,~~“Notes ~~2005 (inception~~Offering”) to ~~June~~a ~~30,~~limited ~~2014. This~~number ~~condition~~of ~~raises~~non-U.S. ~~substantial~~persons ~~doubt~~pursuant ~~about~~to the ~~Company’s~~exemptions from ~~ability~~the toregistration ~~continue~~requirements asof athe ~~going~~Securities ~~concern. The~~Act ~~Company~~of ~~will~~1933, ~~require~~as ~~additional~~amended ~~funding~~(the ~~for~~“Securities ~~operations~~Act”), ~~and~~provided ~~this~~by ~~additional~~Section 4(a)(2) ~~funding~~of, and ~~may~~Regulation beS ~~raised~~under, ~~through~~the ~~debt~~Securities ~~or equity offerings~~Act. ~~Management~~ ~~has~~There ~~yet~~may tobe ~~decide~~additional ~~what~~closings ~~type~~on ~~of offering~~ the ~~Company~~Investor ~~will~~Notes, ~~use~~up to oran ~~how~~aggregate ~~much~~principal ~~capital~~amount ~~the~~of ~~Company will attempt to obtain~~$2,000,000. ~~There~~ isThe ~~no guarantee that the~~ Company ~~will~~has bepaid ~~able~~a tofinder ~~raise~~fee ~~any~~of ~~capital~~$50,000 ~~through~~for ~~any~~introducing ~~type~~the ofInvestors ~~offerings~~to the Company.

~~NOTE~~The 4Company has used $1,226,000 of the net proceeds derived from its issuance of the Investor Notes to provide bridge financing (“Bridge Financing”) to 0838373 B.C. ~~RELATED~~Ltd., ~~PARTY~~a ~~TRANSACTION~~British Columbia corporation (a “Numbered Company”), Urban Cultivator Inc. a British Columbia Corporation (“UC”) BC Northern Lights Enterprises Ltd., a British Columbia corporation (“BCNL”), and W3 Metal Inc., a British Columbia corporation (“W3,” and together with Numbered Company, UC and BCNL, the “Borrowers”) for working capital purposes. The Bridge Financing is evidenced by a Secured Bridge Loan Promissory Note from the Borrowers to the Company (the “Bridge Notes”).

The Company neither owns nor leases any real or personal property. The officer/director of the Company is involved in other businesses. This could create a conflict between the Company and his other business interests. The Company has not formulated a policy for the resolution of such a conflict should one arise.F-10

~~Loan~~Urban ~~from~~Hydroponics, ~~a related party is from Mr~~Inc. ~~Shafiq~~(formerly ~~Nazerali. As~~Placer Del ~~of June 30~~Mar, ~~2014 the loan balance is $56,162~~Ltd. ~~All funds provided to the Company by him are unsecured and he has agreed to forego any penalties or interest should the Company be unable to repay any of the funds provided.~~)

~~On May 15, 2014, The Company entered into a Consulting Agreement~~ (~~the~~A ~~“Agreement”)~~Development ~~with~~Stage ~~Frank Terzo and Accelerated Growth Ventures (the “Consultant”) . Whereas the “Consultant” has provided Chief Executive Officer, President, Treasurer and Secretary services to the~~ Company ~~since February 27, 2014 (March 1, 2014 the “Effective Date”~~) ~~the Company agrees to a minimum term for his services of 12 months from the “effective date” with compensation of $6,500 (six thousand, five hundred dollars) per month.~~

~~The~~Notes ~~Company~~to ~~will~~Financial ~~reimburse the “consultant” for all reasonable pre-approved out of pocket expenses in connection with the services rendered under this agreement.~~Statements

~~F-9~~June 30, 2015

~~URBAN~~NOTE ~~HYDROPONICS, INC~~7. STOCK TRANSACTIONS (continued)

~~(F/K/A~~On ~~PLACER~~May ~~DEL~~5, ~~MAR~~2014, ~~LTD~~Valor, on behalf of the Company, signed a non-binding term sheet (the “Term Sheet”) with the Borrowers regarding a possible business combination (the “Merger”) involving these companies. The Borrowers are private companies engaged in the business of manufacturing and selling commercial and residential hydroponic growing systems. On October 3, 2014, the Company signed a Binding Letter of Intent (LOI), as amended on October 31, 2014 and February 23, 2015, to revise the terms of the proposed Merger with the Borrowers. This LOI replaced and superseded the Term Sheet and Valor was not a party to the LOI. Pursuant to the terms of the LOI, it is contemplated that a newly-formed, wholly-owned subsidiary of the Company will merge with and into the Borrower, as a result of which the Company will acquire all of the issued and outstanding capital stock of the Borrowers and the Borrowers will become wholly-owned subsidiaries of the Company.

(AAlthough ~~Development~~the ~~Stage~~LOI ~~Company)~~is binding, there can be no assurance that the Merger will take place. The Bridge Financing to the Borrowers was completed as contemplated by the Term Sheet and the LOI.

The Investor Notes bear interest at a rate of 10% per annum and are for a term of eight (8) months (“Maturity”). The Investor Notes are automatically convertible, subject to ~~Financial~~a ~~Statements~~4.99% conversion blocker, upon closing of the Merger into units (the “Units”), at a conversion price of $0.30 per Unit. Each Unit consists of one (1) share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and a warrant to purchase one (1) share of Common Stock at an exercise price of $0.35 per share for two (2) years. The shares of Common Stock that would be issued as a result of conversion of the Investor Notes (and upon exercise of the related warrants) carry certain registration rights. Upon the closing of the Merger, the Company shall issue to each of the Investors warrants (the “Bridge Warrants”) to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of shares of Common Stock comprising the Units, exercisable at a price of $0.35 per share, exercisable for two (2) years from the closing of the Merger. The Bridge Warrants will have weighted average anti-dilution protection. If the Merger does not close, the Investor Notes must be repaid.

~~June~~The 30Investor Notes and the Bridge Notes are secured by all of the assets of the Borrowers. This security interest is subordinated to that of a certain bank providing an existing credit facility to the Borrowers. The Bridge Notes are for a term of eight (8) months from the initial closing of the Bridge Financing, ~~2014~~and bears interest at the rate of 10% per annum. All obligations under the Bridge Notes will be deemed repaid in full and canceled upon the closing of the Merger. If the Merger does not close, the Bridge Notes must be repaid.

~~NOTE~~The 4Investor Notes contain customary events of default and include a default by the Borrowers under the Bridge Note. ~~RELATED~~If ~~PARTY~~the ~~TRANSACTION~~Company ~~(continued)~~defaults under the Investor Notes, the full principal amount of the Investor Notes will, at the Investor’s option, become immediately due and payable in cash. In addition, upon an event of default, the Investor Notes will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

~~The~~A ~~Company~~default ~~may~~by ~~terminate~~Borrowers under the ~~“consultant”~~Bridge Notes, onincluding ~~five~~but ~~days~~not ~~prior~~limited ~~written~~to ~~notice~~the failure to repay the Bridge Notes at Maturity if hethe isMerger ~~unable~~doesn’t toclose, ~~perform~~will ~~any~~cause the full principal amount of the ~~duties~~Bridge ~~covered~~Notes, byat ~~this~~the ~~Agreement~~Company’s option, to become immediately due and payable in cash. ~~The~~In addition, ~~“Consultant”~~upon ~~may~~an ~~terminate~~event ~~this~~of ~~Agreement~~default, onthe ~~thirty~~Bridge ~~days~~Notes ~~prior~~will ~~written~~begin ~~notice~~to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law, which interest rate will continue until all defaults are cured.

OnBecause ~~May~~of 1,the ~~2014,~~delay in the ~~Company~~closing ~~entered~~of the ~~into~~Merger, anineteen ~~Consulting~~(19) ~~and~~of ~~Finder’s~~the ~~Fee~~Investor ~~Agreement~~Notes ~~with~~in ~~ZMAX~~the ~~Capital~~aggregate ~~Corp.~~principle amount of $970,000 ahave ~~Florida~~reached ~~Corporation~~their maturity dates (~~the~~some ~~“Finder”~~of which were previously extended) ~~whose~~and ~~President~~are now due and ~~Director~~payable isin ~~Shafiq~~full ~~Nazerali~~along with accrued and unpaid interest. ~~ZMAX~~Because isthese Investor ~~also~~Notes aare ~~shareholder~~now ofin ~~this~~default, ~~Company.~~the ~~According~~interest rate has begun to accrue at an annual rate of 12% from the ~~terms~~date of ~~this~~the ~~agreement,~~default. The company is in the ~~Company~~process ~~agreed~~of asking the Investors to ~~pay~~agree ~~ZMAX~~to extend the maturity date on these Investor Notes to a ~~$50,000~~date after the currently after the currently projected closing date of the Merger (~~fifty~~October ~~thousand~~31, ~~dollars~~3015), ~~fee~~but inthere ~~connection~~can ~~with~~be no assurance that any of the ~~successful~~Investors ~~closing~~will agree to such an extension. If one or more of the Investors demands payment of the principal and accrued interest on his defaulted Investor Note, the Company’s ~~Notes~~might ~~Offering~~not be able to meet such demand.

Effective June 1, 2014, the Company entered into a Consulting Services Agreement with ZMAX pursuant to which the Company agreed to pay ZMAX a monthly fee of $10,000 for a period of 12 months for certain management, business development, corporate finance and other related services to be provided to the Company by ZMAX.F-11

~~NOTE~~Urban 5Hydroponics, Inc. ~~INCOME~~(formerly ~~TAXES~~Placer Del Mar, Ltd.)

	As of June 30, 2014
Deferred tax assets:
Net operating tax carryforward	$	468,696
Tax rate		34	%
Gross deferred tax assets		159,357
Valuation allowance		(159,357	)
Net deferred tax assets	$	0

(A Development Stage Company)

~~Realization~~Notes ~~of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected~~ to beFinancial ~~available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.~~Statements

~~NOTE~~June 6.30, ~~NET OPERATING LOSSES~~2015

AsBecause of ~~June~~the ~~30,~~delay ~~2014~~in the closing of the proposed Merger, the Company’s ~~has~~loans ato ~~net~~the ~~operating~~Borrowers ~~loss~~in the aggregate amount of $~~468~~1,~~696~~000,000 became due and payable to the Company between January 20, 2015 and February 4, 2015. ~~Net~~ ~~operating~~Under ~~loss~~the ~~expires~~terms ~~twenty~~of ~~years~~the ~~from~~LOI amendment dated February 23, 2015, the Company agreed to extend the maturity dates on the Bridge Notes relating to these loans to May 31, 2015. Although these loans are now due and payable and are in default, the Company expects to further amend the LOI to further extend the maturity dates on the Bridge Notes relating to these loans to a date after the ~~loss~~expected ~~was~~closing ~~incurred~~date of the Merger. Because $1,000,000 of the loans to the Borrowers are now in default, the Company may be obligated to exercise its rights under the General Security Agreement with the Borrowers if it is not able to extend the maturity dates on the Investor Notes that are now in default.

~~NOTE~~In 7addition to the Notes Offering, the Company intends to engage in an additional private placement of the Units for at least an additional $1,000,000 in gross proceeds to the Company (the “Subsequent Offering”), for post- merger working capital. ~~STOCK~~The ~~TRANSACTIONS~~closing of the Subsequent Offering and the closing of the Merger is each a condition precedent to the other.

OnNOTE ~~May 20, 2005 the Company issued 20,000,000 shares of common stock for cash at $0~~8.01 STOCKHOLDERS’ ~~per share (post-split basis).~~EQUITY

OnThe ~~June~~stockholders’ ~~14,~~equity ~~2005~~section of the Company ~~issued~~contains the ~~8,400,000~~following ~~shares~~classes of ~~common~~capital stock ~~for~~as ~~cash~~of atJune ~~$0.01~~30, ~~per share (post-split basis).~~2014:

On· ~~June~~Preferred 30stock, ~~2005~~$ ~~the~~0.001 ~~Company~~par ~~issued~~value; 410,000,000 shares ofauthorized; ~~common~~none ~~stock for cash at $0~~issued.~~10 per share (post-split basis).~~

On· ~~May~~Common 22stock, ~~2006~~$ ~~the~~0.001 ~~Company~~par ~~issued~~value: 2300,000,000 shares ofauthorized; ~~common~~34,800,000 ~~stock~~shares ~~for~~issued ~~services~~and ~~at $0~~outstanding.~~10 per share (post-split basis).~~

~~F-10~~NOTE 9. AMENDED PROMISSORY NOTES

~~URBAN~~Between ~~HYDROPONICS~~May 21, ~~INC~~2014 and December 17, 2014, the Company issued $1,500,000 in aggregate principal amount of the Investor Notes (10% Convertible Secured Promissory Notes), all, with eight month maturities. These Investor Notes became due and payable under their original terms between January 20, 2015 and, most recently, August 16, 2015. Of this $1,500,000, Investor Notes in the aggregate principal amount of $530,000 have been amended to extend their maturity dates and are not yet due and payable under their extended maturity date terms. Investor Notes in the aggregate principal amount of $816,000 have been amended to extend their maturity dates but the amended maturity dates for these Investor Notes have been reached and these Investor Notes are now due and payable in full, along with accrued interest, and are in default. An additional $154,000 in principal amount of the Investor Notes have reached their maturity dates, have not had their maturity dates extended and are in default as well.

The Company is in the process of asking the Investors in the defaulted Investor Notes to agree to further extend the maturity dates on their Investor Notes to a date after the currently projected closing date of the Merger (~~F/K/A~~October ~~PLACER~~31, ~~DEL~~3015), ~~MAR~~but there can be no assurance that any of such Investors will agree to such an additional extension. If one or more of such Investors demands payment of the principal and accrued interest on his defaulted Investor Note, ~~LTD~~the Company might not be able to meet such demand.)

~~(A Development Stage Company)~~F-12

~~Notes~~Urban toHydroponics, ~~Financial~~Inc. ~~Statements~~(formerly Placer Del Mar, Ltd.)

~~June~~(A ~~30,~~Development ~~2014~~Stage Company)

~~NOTE~~Notes 7.to ~~STOCK~~Financial ~~TRANSACTIONS (continued)~~Statements

~~On May 28, 2014, the Board of Directors of the Company approved a 20-for-1 forward stock split on its common stock outstanding in the form of a dividend, with a Record Date of~~ June 1930, 2014. This stock split in the form of a dividend will entitle each common stock shareholder as of the Record Date to receive nineteen (19) additional shares of common stock for each one (1) share owned. Additional shares issued as a result of the stock split will be distributed on the Payment Date. Shareholders do not need to exchange existing stock certificates and will receive a new certificate reflecting the newly issued shares.2015

OnNOTE ~~May 31, 2014, our Majority Stockholder approved an amendment (the “2012 Plan Amendment”) to our 2012 Equity Incentive Plan (the “2012 Plan”)~~10. ~~Pursuant~~ SUBSEQUENT to the 2012 Plan Amendment, the number of shares of our common stock reserved for issuance under the 2012 Plan has been reduced to 380,000 from 7,000,000 shares. This reduction was adopted in view of our planned 20 for 1 forward stock split in the form of a dividend (discussed below), which, taking into account the automatic adjustment provisions for stock dividends set forth in Section 14(a)(iii) of the 2012 Plan, will result in 7,600,000 shares of our common stock being available for grant under the 2012 Plan following effectiveness of the proposed forward stock split.EVENTS

AsThe ofCompany evaluated all events or transactions that occurred after June 30, ~~2014~~2015 up through date the Company ~~had~~issued ~~34,400,000~~these ~~shares~~financial ofstatements. ~~common~~During ~~stock~~this ~~issued~~period, ~~and~~the ~~outstanding.~~Company reports the following;

~~Unregistered~~Although ~~Sale~~the LOI provides that the proposed Merger is expected to close on or before November 30, 2014, there has been a delay in the preparation of ~~Equity~~the ~~Securities~~audited financial statements of the Target Companies and it is now expected that the proposed Merger will close on or about October 31, 2015, although there can be no assurance that this will, in fact, happen.

On May 21, and June 4, 2014 respectively, Placer Del Mar Ltd. (the “Registrant”), closed on the offer and sale of $500,000 and $120,000 principal amounts of its 10% Secured Convertible Promissory Notes (the “Investor Notes”) to three investors (the “Investors”). The Investor Notes were offered and sold in a private placement (the “Notes Offering”) to a limited number of accredited investors and nonF-U.S. persons pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of, and Rule 506 of Regulation D and Regulation S under, the Securities Act. There may be additional closings on the Investor Notes, up to an aggregate principal amount of $1,000,000.13

The Registrant used $520,000 of the gross proceeds derived from its issuance of the Investor Notes to provide bridge financing (“Bridge Financing”) to Urban Cultivator Inc., a British Colombia corporation (“UC”), BC Northern Lights Enterprises Ltd., a British Colombia corporation (“BCNL”), and W3 Metal Inc., a British Colombia corporation (“W3,” and together with UC and BCNL, “Borrowers”) for working capital purposes. The Bridge Financing is evidenced by a Secured Bridge Loan Promissory Note from the Borrowers to the Registrant (the “Bridge Note”).

The Registrant and the Borrowers have entered into a term sheet dated May 5, 2014 (the “Term Sheet”), pursuant to which it is contemplated that a newly-formed, wholly-owned subsidiary of the Registrant will merge with and into the Borrowers (the “Merger”), as a result of which the Registrant will acquire all of the issued and outstanding capital stock of the Borrowers and the Borrowers will become wholly-owned subsidiaries of the Registrant. The Borrowers are private companies engaged in the business of manufacturing and selling commercial and residential hydroponic growing systems. At this stage, no definitive terms have been agreed to with respect to the proposed Merger. Neither the Registrant nor the Borrowers is currently bound to proceed with the Merger and there can be no assurance that the Merger will take place. The Bridge Financing to the Borrowers was completed as contemplated by the Term Sheet.

F-11

URBAN HYDROPONICS, INC.

(F/K/A PLACER DEL MAR, LTD.)

(A Development Stage Company)

Notes to Financial Statements

June 30, 2014

NOTE 7. STOCK TRANSACTIONS (continued)

The Investor Notes bear interest at a rate of 10% per annum and are for a term of 8 months (“Maturity”). The Investor Notes are automatically convertible, subject to a 4.99% conversion blocker, upon closing of the Merger into units (the “Units”), at a conversion price of $0.30 per Unit. Each Unit consists of one (1) share of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), and a warrant to purchase one (1) share of Common Stock at an exercise price of $0.35 per share for two (2) years. The shares of Common Stock that would be issued as a result of conversion of the Notes (and upon exercise of the related warrants) carry certain registration rights. Upon the closing of the Merger, the Registrant shall issue to each of the Investors warrants (the “Bridge Warrants”) to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of shares of Common Stock comprising the Units, exercisable at a price of $0.35 per share, exercisable for two (2) years from the closing of the Merger. The Bridge Warrants will have weighted average anti-dilution protection. If the Merger does not close, the Investor Notes must be repaid.

The Investor Notes and the Bridge Note are secured by all of the assets of the Borrowers. This security interest is subordinated to that of a certain bank providing an existing credit facility to the Borrowers.

The Bridge Note is for a term of 8 months from the initial closing of the Bridge Financing, and bears interest at the rate of 10% per annum. All obligations under the Bridge Note will be deemed repaid in full and canceled upon the closing of the Merger.

The Investor Notes contain customary events of default and include a default by the Borrowers under the Bridge Note. If the Registrant defaults under the Investor Notes, the full principal amount of the Investor Notes will, at the Investor’s option, become immediately due and payable in cash. In addition, upon an event of default, the Investor Notes will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

A default by Borrowers under the Bridge Note, including but not limited to the failure to repay the Bridge Note at Maturity if the Merger doesn’t close, will cause the full principal amount of the Bridge Note, at the Registrant’s option, to become immediately due and payable in cash. In addition, upon an event of default, the Bridge Note will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law, which interest rate will continue until all defaults are cured.

The Registrant has agreed to pay a finder a fee of $50,000 for introducing the Investors to the Registrant.

In addition to the Notes Offering, the Registrant intends to engage in an additional private placement of the Units for at least an additional $2,500,000 in gross proceeds to the Registrant (the “Subsequent Offering”). The closing of the Subsequent Offering and the closing of the Merger is each a condition precedent to the other.

NOTE 8. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2014:

· Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; none issued.

· Common stock, $ 0.001 par value: 300,000,000 shares authorized; 34,400,000 shares issued and outstanding.

F-12

URBAN HYDROPONICS, INC.

(F/K/A PLACER DEL MAR, LTD.)

(A Development Stage Company)

Notes to Financial Statements

June 30, 2014

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after June 30, 2014 up through date the Company issued these financial statements. During this period, the Company reports the following;

The Company filed an Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada on July 7, 2014 to effect the name change to Urban Hydroponics, Inc. FINRA advised the Company on July 9, 2014 that the name change and the requested change of the Company’s trading symbol will take effect at the open of business on July 10, 2014 (the “Effective Date”). At the open of trading on the Effective Date, the Company’s trading symbol will change to “URHY”.

In addition to the name change, the Amended and Restated Articles of Incorporation increased the Company’s authorized capital stock from 50,000,000 shares of common stock to 300,000,000 shares of common stock and from no shares of undesignated, “blank check” preferred stock to 10,000,000 shares of such preferred stock. The par value of each of these classes of stock is $0.001 per share.

The Company sold 8 Month, 10% Secured Convertible Promissory Notes to the following on different dates and raised the following funds: The terms and conditions of said Notes are identical with those issued under “Unregistered Sale of Equity Securities” in NOTE # 7.

1) 7/16/14	$	189,000
2) 7/18/14		60,000
3) 8/15/14		30,000
4) 10/3/14		50,000
Total	$	329,000

On July 16, 2014, the Company made the following 8 month 10% Secured "Bridge Loan" to Urban Cultivator Inc. for $120,000 subject to the same terms and conditions of those issued under “Unregistered Sale of Equity Securities”, in NOTE # 7.

F-13

Filing Compare · Urban Hydroponics, Inc.