UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~September 30, 2015

Commission File Number 000-54118

Urban Hydroponics, Inc.

(Name of registrant as specified in its charter)

Nevada	72-1600437
(State of	(IRS Employer
(State of Incorporation)	(IRS Employer (ID Number)
Incorporation)	(ID Number)

~~224~~c/o ~~Datura~~CKR ~~Street~~Law LLP, ~~Suite~~1330 ~~505~~Avenue of the Americas, 14th Floor, New York, NY 10019

West Palm Beach, FL 33401

(561) 543-8882

(Address and telephone number of principal executive offices)

~~Not~~224 ~~applicable~~Datura Street, Suite 505

West Palm Beach, FL 33401

(Former Address of principal executive offices)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~preceeding~~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 last 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 (§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 ¨ ☐ NO 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,"” "“non-accelerated filer,"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x ☒ NO ¨ ☐

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date: 34,~~400~~800,000 shares of common stock, par ~~value~~ value $0.001, as of ~~May~~November 2010, 2015.

TABLE OF CONTENTS

FORM 10-Q

URBAN HYDROPONICS, INC.

INDEX

		~~Page Number~~	Page Number
PART I. FINANCIAL INFORMATION		3
	Condensed Balance Sheets at March 31, 2014 (Unaudited) and June 30, 2013	4
	Condensed Balance Sheets at September 30, 2015 (Unaudited) and June 30, 2015			4
	Condensed Statements of Operations for the Three and Nine Months Ended March 31, 2015 and 2014 (Unaudited)	5
	Condensed Statements of Operations for the Three Months Ended September 30, 2015 and 2014 (Unaudited)			5
	Statements of Changes in Stockholder's Equity(Deficit) From May 13, 2005 (Inception) through June 30, 2014	6
	Condensed Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014 (Unaudited)			6
	Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2015 and 2014 (Unaudited)	7
	Notes to the Condensed Financial Statements as of September 30, 2015 (Unaudited)			7
	Notes to the Condensed Financial Statements as of March 31, 2015 (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures			14
Item 4.	Controls and Procedures	16
PART II. OTHER INFORMATION
PART II. OTHER INFORMATION		17
Item 1.	Legal Proceedings			16
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors			16
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities			17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosure			17
Item 4.	Mine Safety Disclosure	17
Item 5.	Other Information			17
Item 5.	Other Information	18
Item 6.	Exhibits			17
Item 6.	Exhibits	18
SIGNATURES
SIGNATURES		19

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended June 30, ~~2014~~2015, filed with the SEC on October 1413, ~~2014, as amended by our Form 10-K/A, filed with the SEC on October 21, 2014~~2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

URBAN HYDROPONICS, INC. (A Development Stage Company) Balance Sheets (Stated in U.S. Dollars)

(A Development Stage Company)

	(Unaudited)
	Three Months Ended			Year Ended
	September 30, 2015			June 30, 2015

ASSETS

CURRENT ASSETS

Cash and cash equivalents	$	2,105		$	45,115
Bridge Loans		1,226,000			1,211,000
Bridge loans accrued interest		131,362			100,325
Total current assets		1,359,467			1,356,440

LIABILITIES & STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	337,805		$	265,904
Secured loans		1,970,000			1,935,000
Secured loans accrued interest		195,474			140,891
Loan from related party		56,162			56,162
Total current liabilities		2,559,441			2,397,957

STOCKHOLDERS’ EQUITY

Preferred stock, $0.001 par value, 10,000,000 authorized; none issued at September 30, 2015 and 2014 respectively.		—			—
Common stock, $0.001 par value, 300,000,000 shares authorized; 34,800,000 shares issued and outstanding at September 30, 2015 and June 30, 2015 respectively.		34,800			34,800
Additional paid-in capital		221,400			221,400
Deficit accumulated during development stage		(1,456,174	)		(1,297,717	)
TOTAL STOCKHOLDERS’ EQUITY		(1,199,974	)		(1,041,517	)


TOTAL LIABILITITES AND STOCKHOLDERS’ EQUITY	$	1,359,467		$	1,356,440

~~Balance~~See ~~Sheets~~the accompanying notes to the condensed financial statements

(Stated in U.S. Dollars)

	(Unaudited)
	Three Months Ended			Year Ended
	March 31, 2015			June 30, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	693		$	77
Bridge Loans		1,000,000			520,000
Bridge loans accrued interest		72,918			5,379
Total current assets		1,073,611			525,456
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	285,191		$	267,368
Secured loans		1,530,000			620,000
Secured loans accrued interest		97,746			6,422
Loan from related party		56,162			56,162
Total current liabilities		1,969,099			949,952
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 authorized; none issued at March 31, 2015 and June 30, 2014 respectively		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized; 34,400,000 shares issued and outstanding at March 31, 2015 and June 30, 2014 respectively		34,400			34,400
Additional paid-in capital		9,800			9,800
Deficit accumulated during development stage		(939,688	)		(468,696	)
TOTAL STOCKHOLDERS' EQUITY		(895,488	)		(424,496	)
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY	$	1,073,611		$	525,456

See the accompanying notes to the condensed financial statements.

~~Urban Hydroponics~~URBAN HYDROPONICS, ~~Inc~~INC. (A Development Stage Company) Statement of Operations (Stated in U.S. Dollars) (Unaudited)

(A Development Stage Company)

	Three Months Ended			Three Months Ended
	September 30, 2015			September 30, 2014

REVENUES
Revenues		—			—
TOTAL REVENUES	$	—		$	—

OPERATING COSTS
Administrative expenses		137,886			153,364
TOTAL OPERATING COSTS	$	137,886		$	153,364
OTHER EXPENSE
Interest expense		52,108			22,249
TOTAL OTHER EXPENSE		52,108			22,249

TOTAL EXPENSE	$	189,994		$	175,613

NET ORDINARY INCOME(LOSS)		(189,994	)		(175,613	)
OTHER INCOME/EXPENSE
Other income
Interest income		31,038			18,920
TOTAL OTHER INCOME/EXPENSE		31,038			18,920

NET INCOME(LOSS)	$	(158,956	)	$	(156,693	)

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


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

Statement of Operations

(Stated in U.S. Dollars)

(Unaudited)

	(Unaudited)						(Unaudited)
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	March 31, 2015			March 31, 2014			March 31, 2015			March 31, 2014
REVENUES
Revenues		-
TOTAL REVENUES	$	-		$	-		$	-		$	-
OPERATING COSTS
Exploration expense		-			-			-			-
Amortization of mineral rights license		-			-			-			-
Administrative expenses		77,086			27,278			444,743			65,180
TOTAL OPERATING COSTS	$	77,086		$	27,278		$	444,743		$	65,180
OTHER EXPENSE
Interest expense		37,820			-			93,799			-
TOTAL OTHER EXPENSE		37,820			-			93,799			-
TOTAL EXPENSE	$	114,906			-		$	538,532			-
NET ORDINARY INCOME(LOSS)		(114,906	)		-			0			-
OTHER INCOME/EXPENSE
Other income
Interest income		24,998			-			67,540			-
TOTAL OTHER INCOME/EXPENSE					-			67,540			-
NET INCOME(LOSS)	$	(89,907	)	$	(27,278	)	$	(470,992	)	$	(65,180	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		34,400,000			34,400,000			34,400,000			34,400,000

See the accompanying notes to the condensed financial statements.

~~URBAN~~Urban ~~HYDROPONICS~~Hydroponics, ~~INC~~Inc. (A Development Stage Company) Statement of Cash Flows (Stated in U.S. Dollars) (Unaudited)

(A Development Stage Company)



	Three Months Ended			Three Months Ended
	September 30, 2015			September 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(158,956	)	$	(156,693	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Bridge Loans		(15,000	)		(120,000	)
(Accrued Interest bridge loans)		(31,037	)		(18,919	)
Changes in operating assets and liabilities:
Accounts receivable		—			—
Accounts payable and accrued expenses		74,876			(5,744	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(130,117	)		(301,356	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from related party		—			—
Proceeds of loan from shareholder		—			—
Proceeds from secured promissory notes		35,000			381,000
Accrued interest from secured promissory notes		52,107			22,249
Issuance of common stock		—			—

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		87,107			101,893

NET INCREASE (DECREASE) IN CASH		(43,010	)		77
CASH AT BEGINNING OF PERIOD		45,115			—


CASH AT END OF PERIOD	$	2,105		$	101,970


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	$	—		$	—

Statements of Changes in Stockholder's Equity(Deficit)

From May 13, 2005 (Inception) through June 30, 2014

								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	)

See the accompanying notes to the condensed financial statements.

URBAN HYDROPONICS, INC.

(A Development Stage Company)

Statement of Cash Flows

(Stated in U.S. Dollars)

(Unaudited)

	(Unaudited)
	Nine Months Ended			Nine Months Ended
	March 31, 2015			March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(470,992	)	$	(65,180	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Discount of long term liabilities		-			-
Amortization of mineral rights license		-			-
Bridge Loans		910,000			-
(Accrued Interest bridge loans)		91,324			-
Changes in operating assets and liabilities:
Accounts receivable		-			-
Accounts payable and accrued expenses		17,823			39,246
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		548,155			(25,934	)
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
Proceeds of loan from shareholder		-			-
Proceeds from secured promissory notes		(480,000	)		-
Accrued interest from secured promissory notes		(67,539	)
Issuance of common stock		-			-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(547,539	)		-
NET INCREASE (DECREASE) IN CASH		616			-
CASH AT BEGINNING OF PERIOD		77			-
CASH AT END OF PERIOD	$	693		$	-
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	$	-		$	-

See the accompanying notes to the condensed financial statements.

Urban Hydroponics, Inc.

AAn Exploration ~~Development~~ Stage Company

Notes to Condensed Financial Statements

As of ~~March~~September 3130, 2015

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited interim financial statements of Urban Hydroponics, Inc. (~~the “Company”) (~~f/k/a) Placer Del Mar, Ltd., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ~~(the “SEC”)~~, and should be read in conjunction with the audited financial statements and notes thereto contained in ~~Urban~~ Urban Hydroponics’ Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected ~~for~~ for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited ~~financial~~ financial statements for fiscal ~~2014~~2015 as reported in the Form 10-K, for the year ended June 30, ~~2014~~2015, have been omitted. It is management'’s opinion that all adjustments necessary for a fair statement of the results of the interim periods have been made, and all adjustments are of a normal recurring nature.

Note 2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. ~~The~~While the Company ~~reported~~has reported revenue of $0197,927 during the ~~three~~period ~~and nine~~from ~~months~~May ~~ended~~13, ~~March~~2005 31(inception) to September 30, 2015, ~~and~~the Company generated a net loss of $891,~~907 and $314~~456,~~299,~~173 ~~respectively,~~ during the same ~~periods~~period. This condition raises substantial doubt about the Company’s ability to continue as a going concern. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional funding for operations; 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 ~~raise~~obtain. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

Note 3. Recent Accounting Pronouncements

WeIn June ~~have~~2014, ~~reviewed~~ the ~~FASB~~Financial Accounting Standards Board issued Accounting Standards Update (No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “~~ASU~~Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting ~~pronouncements~~guidance ~~and~~by ~~interpretations~~removing ~~thereof~~all ~~that~~incremental ~~have~~financial ~~effectiveness~~reporting ~~dates~~requirements ~~during~~for development stage entities. ~~the~~The ~~periods~~amendments ~~reported~~also reduce data maintenance and, infor ~~future~~those ~~periods.~~entities ~~The~~subject ~~Company~~to ~~has~~audit, ~~carefully~~audit ~~considered~~costs by eliminating the ~~new~~requirement for ~~pronouncements~~development ~~that~~stage ~~alter~~entities ~~previous~~to ~~generally accepted~~present ~~accounting~~inception-to-date ~~principles~~information in the statements of income, cash flows, and ~~does~~shareholder equity. Early ~~not~~application ~~believe~~of ~~that~~each ~~any~~of ~~new~~the oramendments ~~modified~~is ~~principles~~permitted ~~will~~for ~~have~~any aannual ~~material~~reporting ~~impact~~period onor interim period for which the ~~corporation~~entity’s ~~reported~~ financial ~~position~~statements have not yet been issued (public business entities) or ~~operations~~made inavailable ~~the~~for ~~near~~issuance (other ~~term~~entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard and will not report inception to date financial information.

~~Note~~In May 42014, FASB issued Accounting Standards Update (ASU) No. ~~Loan~~2014-09, Revenue from ~~Shareholder~~Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the financial statements.

Loan from shareholder represents funds loaned to the company by an officer and director. As of March 31, 2015 the loan balance is $56,162. The funds provided to the Company are unsecured and he has agreed to forego any penalties or interest should the Company be unable to repay any funds provided.7

Note 5. Amended Promissory Notes

On July 16, 2014 the Company issued a 10% Convertible Secured Promissory Note due March 15, 2015 in the principal amount of $90,000 in favor of LAB S.A. The Note was issued pursuant to the terms that certain securities purchase agreement by and between the Company and LAB S.A. and in connection with a contemplated reverse merger which was expected to close no later than November 30, 2014. However the merger was not able to close by that date and is now expected to close no later than June 30, 2015. The Company and LAB S.A. agreed on March 15, 2015 to extend the note an additional 4 months to July 15, 2015 along with accrued interest through that date. All other terms of the note remain unchanged.

Urban Hydroponics, Inc.

AAn Exploration ~~Development~~ Stage Company

Notes to Condensed Financial Statements

As of ~~March~~September 3130, 2015

(Unaudited)

OnIn June ~~May 21~~2014, ~~2014~~FASB ~~the~~issued ~~Company~~Accounting ~~issued~~Standards aUpdate ~~10% Convertible~~(ASU) ~~Secured~~No. ~~Promissory~~2014-12 ~~Note~~Compensation ~~due~~— ~~January~~Stock 20Compensation (Topic 718), ~~2015~~Accounting for inShare-Based ~~the~~Payments ~~principal~~When ~~amount~~the Terms of ~~$250,000,000~~an inAward ~~favor~~Provide ofThat ~~Avatar~~a ~~Business~~Performance ~~Corp. (“Avatar”).~~Target ~~The~~Could ~~note~~Be ~~was~~Achieved ~~issued~~after ~~pursuant~~the toRequisite ~~the~~Service Period. A ~~terms~~performance ~~that~~target ~~certain~~in ~~securities~~a ~~purchase~~share-based ~~agreement~~payment bythat affects vesting and ~~between~~that ~~the Company~~could ~~and~~be ~~Avatar~~achieved ~~and~~after inthe ~~connection~~requisite service ~~with~~period ashould ~~contemplated~~be ~~reverse~~accounted ~~merger~~for ~~which~~as ~~was~~a ~~expected~~performance tocondition ~~close~~under noAccounting ~~later~~Standards ~~than~~Codification ~~November~~(ASC) 30718, Compensation ~~2014~~— Stock Compensation. ~~However~~As a result, the ~~merger~~target ~~was~~is not ~~able~~reflected toin ~~close~~the byestimation ~~that~~of the award’s grant date ~~and~~fair isvalue. Compensation ~~now~~cost ~~expected~~would tobe ~~close~~recognized noover ~~later~~the ~~than~~required ~~June~~service 30period, ~~2015.~~if ~~The~~it ~~Company and~~is ~~Avatar~~probable ~~agreed~~that onthe ~~January~~performance 6,condition ~~2015~~will be toachieved. The ~~extend~~guidance ~~the~~is ~~note~~effective tofor ~~April~~annual ~~20,~~periods ~~2015~~beginning ~~along~~after ~~with~~15 ~~accrued~~December ~~interest~~2015 ~~through~~and ~~that~~interim ~~date.~~periods ~~All~~within ~~other~~those ~~terms~~annual ofperiods. ~~the~~Early ~~note~~adoption ~~remain~~is ~~unchanged~~permitted. Management Onhas ~~April~~reviewed ~~20, 2015,~~ the ~~Company~~ASU and ~~Avatar~~believes ~~agreed~~that tothey ~~further~~currently ~~extend~~account for these awards in a manner consistent with the ~~note~~new ~~for~~guidance. anTherefore ~~additional six~~there ~~months~~is no anticipation of any effect to ~~October~~the ~~20,~~financial ~~2015~~statements.

OnIn August ~~May 21~~2014, ~~2014~~FASB ~~the~~issued ~~Company~~Accounting ~~issued~~Standards aUpdate ~~10% Convertible~~(ASU) ~~Secured~~No. ~~Promissory~~2014-15 ~~Note~~Preparation ~~due~~of ~~January~~Financial ~~20,~~Statements ~~2015~~– inGoing ~~the~~Concern (Subtopic ~~principal~~205-40), ~~amount~~Disclosure of ~~$250,000,000~~Uncertainties inabout ~~favor~~an ofEntity’s ~~Chaco~~Ability ~~Holding~~to SContinue as a Going Concern.A. Under generally accepted accounting principles (~~“Chaco”~~GAAP)., ~~The~~continuation ~~note~~of ~~was~~a ~~issued~~reporting ~~pursuant~~entity toas ~~the~~a ~~terms~~going ~~that~~concern ~~certain~~is ~~securities~~presumed ~~purchase~~as ~~agreement~~the basis byfor preparing financial statements unless and ~~between~~until the ~~Company~~ ~~and~~entity’s ~~Chaco~~liquidation ~~and~~becomes inimminent. ~~connection~~Preparation ~~with~~of afinancial statements ~~contemplated~~under ~~reverse~~this ~~merger~~presumption ~~which~~is ~~was~~commonly ~~expected~~referred to ~~close~~as nothe ~~later~~going ~~than~~concern ~~November~~basis ~~30,~~of ~~2014~~accounting. ~~However~~ ~~the~~If ~~merger~~and ~~was~~when ~~not~~an ~~able~~entity’s liquidation tobecomes ~~close~~imminent, byfinancial ~~that~~statements ~~date~~should ~~and~~be isprepared ~~now~~under ~~expected~~the toliquidation ~~close~~basis noof ~~later~~accounting ~~than~~in ~~June~~accordance with Subtopic 205-30, ~~2015~~Presentation of Financial Statements—Liquidation Basis of Accounting. ~~The~~Even ~~Company~~when ~~and~~an entity’s ~~Chaco~~liquidation ~~agreed~~is onnot ~~January 6~~imminent, ~~2015~~there tomay ~~extend~~be conditions or events that raise substantial doubt about the ~~note~~entity’s ability to continue ~~April~~as 20a going concern. In those situations, ~~2015~~financial ~~along~~statements ~~with~~should ~~accrued~~continue ~~interest~~to ~~through~~be ~~that~~prepared ~~date.~~under ~~All~~the ~~other~~going ~~terms~~concern basis of accounting, but the ~~note~~amendments ~~remain~~in ~~unchanged.~~this OnUpdate ~~April~~should ~~20,~~be ~~2015,~~followed to determine whether to disclose information about the relevant ~~Company~~conditions and ~~Chaco~~events. The ~~agreed~~amendments toin ~~further~~this ~~extend~~Update are effective for the ~~note~~annual period ending after December 15, 2016, and for anannual ~~additional~~periods ~~six~~and interim periods thereafter. Early application is permitted. The Company will evaluate ~~months~~the togoing ~~October~~concern 20considerations in this ASU, ~~2015~~however, at the currently, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

OnWe have ~~July~~reviewed ~~16, 2014~~ the ~~Company~~FASB issued aAccounting ~~10% Convertible~~Standards ~~Secured~~Update ~~Promissory~~(“ASU”) ~~Note~~accounting ~~due~~pronouncements ~~March~~and ~~15,~~interpretations ~~2015~~thereof that inhave ~~the~~effectiveness ~~principal~~dates ~~amount~~during ofthe ~~$99,000~~periods inreported ~~favor~~and ofin ~~Claudio~~future ~~Gianascio~~periods. The ~~Note was~~Company ~~issued~~has ~~pursuant~~carefully toconsidered the ~~terms~~new pronouncements that ~~certain~~alter ~~securities~~previous ~~purchase~~generally ~~agreement~~accepted byaccounting principles and ~~between~~does ~~the~~not ~~Company~~believe ~~and~~that ~~Mr.~~any ~~Gianascio~~new ~~and~~or inmodified principles ~~connection~~will ~~with~~have a ~~contemplated~~material ~~reverse~~impact ~~merger~~on ~~which~~the ~~was~~corporation’s ~~expected~~reported tofinancial ~~close~~position noor ~~later~~operations ~~than~~in ~~November~~the ~~30,~~near ~~2014~~term. ~~However~~The ~~the merger was~~applicability ~~not~~of ~~able~~any tostandard ~~close by that date and~~ is ~~now~~subject ~~expected~~ to ~~close~~the noformal ~~later~~review ~~than~~of ~~June~~our ~~30,~~financial ~~2015.~~management ~~The Company~~ and ~~Mr.~~certain ~~Gianascio~~standards ~~agreed~~are ~~on March~~under ~~15, 2015 to extend the note an additional 4 months to July 15, 2015 along with accrued interest through that date~~consideration. ~~All other terms of the note remain unchanged.~~

On July 18, 2014 the Company issued a 10% Convertible Secured Promissory Note due March 17, 2015 in the principal amount of $60,000 in favor of Ecovalley Ventures S.A. The Note was issued pursuant to the terms that certain securities purchase agreement by and between the Company and Ecovalley Ventures S.A. and in connection with a contemplated reverse merger which was expected to close no later than November 30, 2014. However the merger was not able to close by that date and is now expected to close no later than June 30, 2015. The Company and EcoValley Ventures S.A. agreed on March 15, 2015 to extend the note an additional 4 months to July 17, 2015 along with accrued interest through that date. All other terms of the note remain unchanged.8

On August 15, 2014 the Company issued a 10% Convertible Secured Promissory Note due April 14, 2015 in the principal amount of $30,000 in favor of Massimo D’Onofrio. The Note was issued pursuant to the terms that certain securities purchase agreement by and between the Company and Massimo D’Onofrio and in connection with a contemplated reverse merger which was expected to close no later than November 30, 2014. However the merger was not able to close by that date and is now expected to close no later than June 30, 2015. The Company and Massimo D’Onofrio agreed on March 17, 2015 to extend the note an additional 4 months to August 14, 2015 along with accrued interest through that date. All other terms of the note remain unchanged.

Urban Hydroponics, Inc.

AAn Exploration ~~Development~~ Stage Company

Notes to Condensed Financial Statements

As of ~~March~~September 3130, 2015

(Unaudited)

Note 4. Unregistered Sale of Equity Securities

On August 28, 2015, the Company closed on the offer and sale of $35,000 of its 10% Secured Convertible Promissory Notes (the “Investor Notes”) to one investor who is a non-US person. The Investor Notes were offered and sold as part of a private placement that had its initial closing on May 21, 2014 (the “Notes Offering”), pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of, and Regulation D and Regulation S under, the Securities Act.

The Company used $15,000 of the gross proceeds derived from its issuance of the Investor Notes to provide additional bridge financing (“Bridge Financing”) to Urban Cultivator Inc., a British Columbia corporation, for working capital purposes. The Bridge Financing is evidenced by a Secured Bridge Loan Promissory Note from the Borrowers to the Company.

Note 5. Loan from Shareholder

Loan from shareholder represents funds loaned to the company by an officer and director. As of September 30, 2015 the loan balance is $56,162. The funds provided to the Company are unsecured and he has agreed to forego any penalties or interest should the Company be unable to repay any funds provided.

Note 6. Subsequent Events

The Company evaluated all events or transactions that occurred after ~~March~~September 3130, 2015 and up through ~~the~~ date the Company issued these financial statements and determined there were ~~the~~ ~~following~~no reportable events other than that indicated below:

~~Although~~On October 30, 2015, the ~~LOI~~Company ~~provides~~closed ~~that~~on the ~~proposed Merger~~offer isand ~~expected~~sale toof ~~close~~an onadditional or$30,000 ~~before~~of ~~November~~its ~~30,~~10% ~~2014,~~Secured ~~there~~Convertible ~~has~~Promissory Notes ~~been~~to atwo ~~delay~~investors. inThe ~~the~~Investor ~~preparation~~Notes ofwere ~~the~~offered ~~audited~~and ~~financial statements~~sold as part of the ~~Target~~Notes ~~Companies~~Offering to one accredited investor and one itnon-U.S. isperson ~~now~~pursuant ~~expected~~to ~~that~~the exemptions from the ~~proposed~~registration ~~Merger~~requirements ~~will~~of ~~close~~the onSecurities orAct ~~about~~provided ~~June~~by ~~30,~~Section ~~2015~~4(a)(2) of, ~~although there~~and ~~can~~Regulation beD noand ~~assurance~~Regulation ~~that~~S ~~this will~~under, inthe ~~fact,~~Securities ~~happen~~Act.

~~Subsequent~~On October to27, 2015, the ~~March~~Company ~~31,~~entered ~~2015~~into ~~financial statements~~a ~~and~~business ~~pursuant~~advisory services agreement with EGM Firm Inc. (“EGM”) pursuant to which in exchange for the ~~terms~~provision of ~~the~~certain ~~LOI,~~business development services the Company agreed to ~~provide~~pay ~~additional~~a ~~bridge~~cash ~~financing~~fee ~~consisting~~ of ~~a loan of~~ $~~151~~15,000 and into ~~April~~issue ~~2015.~~to ToEGM ~~finance~~10,000 ~~the~~restricted ~~Bridge~~shares ~~Financing,~~of ~~pursuant~~its tocommon ~~the~~stock ~~March~~upon ~~31,~~the ~~2015~~signing ~~financial~~of ~~statements~~ the agreement. The Company has not yet issued ~~three~~these ofshares ~~its~~to ~~10%~~EGM. ~~Secured~~This ~~Convertible~~issuance ~~Promissory~~is ~~Notes~~exempt infrom the ~~aggregate~~registration provisions of ~~$255,000~~the Securities Act pursuant to Section 4(a)(2) thereof.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “we,” “us,” or “our” are to Urban Hydroponics, Inc. (formerly known as Placer Del Mar, Ltd.).

Going Concern

Our unaudited financial statements presented herein are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we do not have cash or other significant current assets, nor do we have an established source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern.

In the course of its development activities, the Company has sustained loss of $158,956 and $156,693 in the three months ending September 30, 2015 and 2014, respectively. The Company expects to finance its operations primarily through one or more future financings and by the consummation of the Merger (as defined and described below) and transactions contemplated thereby. 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. 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 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.

~~Item~~Realization values 2.may ~~Management’s~~be ~~Discussion~~substantially different from carrying values as shown, and ~~Analysis~~our consolidated financial statements do not include any adjustments relating to the recoverability or classification of ~~Financial~~recorded ~~Condition~~asset amounts or the amount and ~~Results~~classification of liabilities ~~Operations~~that might be necessary as a result of the going concern uncertainty. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

~~Forward~~As described in Note 2 of our accompanying financial statements, our losses to date and our lack of any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-~~Looking~~up ~~Statements~~company with limited material operations, revenues, or profits. Although management has believes their plan for Urban Hydroponics, Inc. will generate revenue and profit, there is no guarantee their past experiences will provide Urban Hydroponics, Inc. with similar future successes.

~~Except for historical information, this~~General report contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.Overview

~~Although~~The Company wewas ~~believe~~incorporated ~~that~~in the ~~expectations reflected~~State inof ~~these~~Nevada ~~forward-looking~~on ~~statements~~May ~~are~~13, ~~based~~2005 onas ~~reasonable~~Placer ~~assumptions~~Del Mar. Ltd. Historically, ~~there~~we ~~are~~were aengaged ~~number~~in the business of ~~risks~~exploring for minerals. In June 2013, management determined to discontinue mineral exploration activities and ~~uncertainties~~to focus on attempting ~~that~~to ~~could~~acquire ~~cause~~other ~~actual~~assets ~~results~~or tobusiness ~~differ~~operations ~~materially~~that ~~from~~would ~~such~~maximize ~~forward-looking~~shareholder ~~statements~~value.

~~All references in this Form 10-Q to the~~Recent ~~“Company,” “we,” “us,” or “our” are to Urban Hydroponics, Inc. (formerly known as Placer Del Mar, Ltd.).~~Developments

~~Going~~Non-Binding Term ~~Concern~~Sheet

~~Our~~On May ~~unaudited~~5, ~~financial~~2014, ~~statements~~Valor ~~presented herein~~Invest ~~are~~Ltd. ~~prepared~~(“Valor”), ~~using~~on ~~accounting~~our ~~principles~~behalf, ~~generally~~signed ~~accepted~~a innon-binding ~~the~~term ~~United~~sheet ~~States~~(the of“Term ~~America~~Sheet”) with ~~applicable~~0838373 toB.C. Ltd., a ~~going~~British ~~concern, which~~Columbia ~~contemplates~~corporation ~~the~~(“Numbered ~~realization~~Company”), ofUrban ~~assets~~Cultivator ~~and~~Inc., ~~liquidation~~a ofBritish ~~liabilities~~Columbia corporation in(“UC”), ~~the~~BC ~~normal~~Northern ~~course~~Lights ofEnterprises ~~business~~Ltd. ~~However~~, wea doBritish ~~not~~Columbia corporation (“BCNL”), and ~~have~~W3 ~~cash~~Metal orInc., ~~other~~a ~~significant~~British ~~current~~Columbia ~~assets~~corporation (“W3,” ~~nor~~and dotogether wewith ~~have~~Numbered anCompany, ~~established~~UC ~~source~~and ofBCNL, ~~revenues~~the ~~sufficient~~“Target Companies”), toregarding ~~cover~~a ~~our~~possible ~~operating~~business combination (the “Merger”) involving these companies. The ~~costs~~Target ~~and~~Companies toare ~~allow~~private uscompanies toengaged ~~continue~~in asthe abusiness ~~going~~of ~~concern~~manufacturing and selling commercial and residential hydroponic growing systems.

~~In the course of its development activities,~~Binding ~~the~~letter ~~Company has sustained loss~~ of ~~$89,907~~Intent ~~and~~with ~~$27,278 in~~ the ~~three~~Target months ending March 31, 2015 and 2014, respectively. The Company expects to finance its operations primarily through one or more future financings and by the consummation of the Merger (as defined and described below) and transactions contemplated thereby. 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.Companies

~~Our independent auditors have included~~On anOctober ~~explanatory~~3, ~~paragraph~~2014, inwe signed ~~their~~a ~~report on our consolidated financial statements included in this report that raises substantial~~Binding ~~doubt~~Letter ~~about~~of ~~our~~Intent ~~ability~~(LOI), ~~to continue~~ as aamended ~~going~~on ~~concern. Our~~October ~~financial~~31, ~~statements~~2014 doand ~~not~~February ~~include~~23, ~~any~~2015, ~~adjustments~~to ~~that~~revise ~~may result from~~ the ~~outcome~~terms of ~~this~~the ~~uncertainty. We~~proposed ~~have~~Merger ~~generated~~with the ~~minimal~~Target ~~operating revenues since our inception~~Companies. This ~~Our~~LOI ~~continuation as~~replaced athe ~~going~~non-binding ~~concern~~Term isSheet ~~dependent~~dated ~~upon~~May ~~future events~~5, ~~including~~2014 ~~our ability to identify a suitable business combination, to raise additional capital~~ and toValor ~~generate~~was ~~positive~~not ~~cash flows. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to~~ a ~~going~~party ~~concern, which implies we will continue~~ to ~~meet our obligations~~ ~~and continue our operations for~~ the ~~next twelve months~~LOI.

11Pursuant to the LOI, it is contemplated that a newly-formed, wholly-owned Canadian subsidiary of the 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. In connection with the LOI, as amended, and pursuant to its terms, the Company agreed to provide bridge financing (the “Bridge Financing”) to the Target Companies for working capital purposes. To date, the Company has provided the Target Companies with an aggregate of $1,226,000 in Bridge Financing. The secured promissory notes issued by the Target Companies in the Bridge Financing bear interest at 10% per annum and are secured by a perfected security interest in all of the assets of the Target Companies, subject to certain limited exceptions.

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. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.11

AsTo finance ~~described~~the inBridge ~~Note~~Financing 2and ofto ~~our~~provide ~~accompanying financial~~working ~~statements~~capital to the Company, ~~our~~the ~~losses~~Company tohas ~~date~~sold ~~and~~an ~~our~~aggregate ~~lack~~of $1,970,000 of its ~~any~~10% ~~guaranteed~~Secured ~~sources~~Convertible ofPromissory ~~future~~Notes ~~capital~~(the ~~create~~“Investor ~~substantial~~Notes”) ~~doubt~~in asa ~~to our~~private ~~ability~~placement to ~~continue~~non-US aspersons in a number ~~going~~of ~~concern.~~closings Iffrom ~~our~~May ~~business~~21, ~~plan~~2014 ~~does~~through ~~not~~August ~~work~~5, we2015 ~~could~~(the ~~remain~~“Notes Offering”), as afurther ~~start-up~~discussed ~~company~~below ~~with limited~~under ~~material~~“Item ~~operations,~~5. ~~revenues,~~Market orfor ~~profits.~~Common ~~Although~~Equity, ~~management~~Related ~~has~~Stockholder ~~believes~~Matters ~~their~~and ~~plan~~Issuer ~~for~~Purchases ~~Urban~~of ~~Hydroponics,~~Equity ~~Inc.~~Securities ~~will~~– ~~generate~~Recent ~~revenue~~Sales ~~and~~if ~~profit,~~Unregistered ~~there~~Securities.” isWe nopaid ~~guarantee~~a ~~their~~finder ~~past~~$50,000 ~~experiences~~for ~~will~~introducing ~~provide~~the ~~Urban~~purchasers ~~Hydroponics,~~of ~~Inc.~~the ~~with~~Investor ~~similar~~Notes ~~future successes~~to us.

~~General~~In addition ~~Overview~~to the Notes Offering, the Company intends to engage in an additional private placement of its securities for at least an additional $1,000,000 in gross proceeds to the Company (the “Subsequent Offering”) for working capital use post-Merger closing. The closing of the Subsequent Offering and the closing of the Merger is each a condition precedent to the other. There can be no assurances, however, that the Merger and the Subsequent Offering will close as currently planned or at all.

~~The~~Although the ~~Company~~original ~~was~~LOI ~~incorporated~~provides inthat the ~~State of~~proposed ~~Nevada~~Merger onwas ~~May~~expected ~~13,~~to ~~2005~~close ason ~~Placer~~or ~~Del~~before ~~Mar.~~November ~~Ltd.~~30, ~~Historically~~2014, wethere ~~were~~has ~~engaged~~been a delay in the ~~business~~preparation of ~~exploring~~the audited financial statements of the Target Companies for ~~minerals~~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. InThere ~~June~~can be no certainty, however, ~~2013~~that the Merger will close on that date or at all, ~~our~~that ~~management~~any ~~determined~~transactions towill ~~discontinue~~be ~~our~~consummated ~~minerals~~with ~~exploration~~the ~~activities~~Target Companies or that any other business projects will be identified and toconsummated. ~~focus~~The onMerger ~~attempting~~is subject to, ~~acquire~~among other things, the completion and ~~assets~~delivery orby ~~business~~the ~~operations~~Target ~~that~~Companies ~~would~~to ~~maximize~~the ~~shareholder~~Company, ~~value~~and the acceptance as satisfactory by the Company, of two year audited and six-month interim consolidated financial statements of the Target Companies.

~~Non-Binding~~Because of ~~letter~~the delay in the closing of ~~Intent~~the Merger, nineteen (19) of the Investor Notes in 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 interest rate on the Investor Notes has begun to accrue at an annual rate of 12% from the date of default. 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 (October 31, 2015), but there can be no assurance that any of these purchasers will agree to such an extension. If one or more of the purchasers of the Investor Notes demands payment of the principal and accrued interest on his defaulted Investor Note, we might not be able to meet such demand.

OnBecause of ~~May~~the 5,delay ~~2014,~~in ~~Valor~~the ~~Invest~~closing ~~Ltd.,~~of onthe ~~our behalf~~proposed Merger, ~~signed~~our aloans ~~non-binding~~to ~~term~~the ~~sheet~~Target ~~(the~~Companies ~~“Term~~in ~~Sheet”)~~the ~~with~~aggregate ~~Urban~~amount ~~Cultivator~~of ~~Inc.~~$1,000,000 abecame due ~~British~~and ~~Colombia~~payable ~~corporation (“UC”)~~to us between January 20, BC2015 ~~Northern~~and ~~Lights~~February ~~Enterprises~~4, ~~Ltd~~2015., aUnder ~~British~~the ~~Colombia~~terms ~~corporation~~of ~~(“BCNL”),~~the ~~and~~LOI W3amendment ~~Metal~~dated ~~Inc.~~February 23, 2015, awe ~~British~~extended ~~Colombia~~the ~~corporation~~maturity ~~(“W3,”~~dates ~~and~~on ~~together~~these ~~with~~loans UCto ~~and~~May ~~BCNL~~31, ~~the~~2015. ~~“Target~~Although ~~Companies”),~~these ~~regarding a~~loans ~~possible~~are ~~business~~now ~~combination~~due ~~(the~~and ~~“Merger”)~~payable, ~~involving~~we ~~these~~expect ~~three~~to ~~companies. The~~further amend ~~Target~~the ~~Companies~~LOI ~~are private~~to ~~companies~~further ~~engaged~~extend in the ~~business~~maturity ofdates ~~manufacturing~~on ~~and~~these ~~selling~~loans ~~commercial~~to ~~and~~a ~~residential~~date ~~hydroponic~~after ~~growing~~the ~~systems. At that~~expected ~~time,~~closing nodate ~~definitive terms~~ of the Merger. ~~were~~Because $1,000,000 ~~agreed~~of the loans to, ~~and~~the ~~none~~Target ofCompanies ~~the~~are ~~party~~now ~~was~~in ~~bound~~default, towe ~~proceed~~may ~~with~~be ~~any~~obligated ~~transaction. Pursuant~~ to ~~the~~exercise ~~terms~~our ofrights under the ~~Term~~General Security ~~Sheet,~~Agreement wewith ~~lent~~ the Target Companies ~~$760,000~~if inwe aare ~~secured~~not ~~bridge~~able ~~financing~~to (extend the ~~“Bridge~~maturity ~~Financing”) for~~dates on the ~~Target~~Investor ~~Companies’~~Notes ~~working~~that ~~capital~~are ~~needs~~now in default.

~~Name~~Upon the ~~Change~~closing of the Merger, in accordance with the terms of the LOI, all loans to the Target Companies under the Bridge Financing, including accrued and unpaid interest, will be forgiven. There can be no guarantee, however, that the Merger will close.

With the permission of the Target Companies, the Company changed its name to Urban Hydroponics, Inc. to facilitate our discussions with the Target Companies. Our new name was declared effective by the Financial Industry Regulatory Authority (“FINRA”) as of July 10, 2014, and FINRA approved our new ticker symbol which is “URHY.”12

~~Authorized~~Results of ~~Capital Increase~~Operations

~~In addition to the inclusion of the name~~Three ~~change,~~Month wePeriod ~~amended~~ended ~~and~~September ~~restated our Articles of Incorporation to increase our authorized capital stock from 50~~30,~~000,000~~ ~~shares~~2015 ~~of common~~Compared ~~stock~~ to ~~300,000,000~~Three ~~shares~~Month ofPeriod ~~common~~Ended ~~stock~~September ~~and from no shares of undesignated~~30, ~~“blank check” preferred stock to 10,000,000 shares of such preferred stock~~2014. The par value of each of these classes of stock is $0.001 per share. These changes were approved by the shareholder (the “Majority Shareholder”) holding a majority of our outstanding voting capital stock.

12Revenue and Other Income

~~Forward~~We did ~~stock~~not ~~Split~~generate any revenue for the three months ended September 30, 2015 or 2014. We generated $31,038 in interest income during the three months ended September 30, 2015.

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.Expenses

~~This~~Operating expenses, ~~stock~~consisting ~~split~~primarily of $137,886 in ~~the~~general ~~form~~and ofadministrative aexpenses ~~dividend entitled~~(including ~~each~~professional ~~common~~fees) ~~stock~~and ~~shareholder~~$52,108 asin interest ofexpense, totaled $189,994 in the ~~Record~~three-month ~~Date~~period toended ~~receive~~March ~~nineteen~~31, ~~(19)~~2015, ~~additional~~compared ~~shares~~to of$175,613 ~~our~~in ~~common~~the ~~stock~~three-month ~~for~~period ~~each~~ended ~~one~~September ~~(1)~~30, ~~share~~2015, ~~owned.~~which ~~Additional~~consisted ~~shares~~of ~~issued~~$153,364 asin ageneral ~~result~~and ofadministrative ~~the~~expenses ~~stock~~(including ~~split~~professional ~~were~~fees) ~~distributed~~and $22,249 onin ~~the~~interest ~~Payment Date~~expense.

~~Equity Incentive Plan Amendment~~Net Losses

~~On May 31, 2014, our Majority Shareholder~~As ~~approved~~a anresult ~~amendment~~of (the ~~“2012~~foregoing, ~~Plan~~we ~~Amendment”)~~incurred toa ~~our~~net ~~2012~~loss ~~Equity~~of ~~Incentive Plan (the “2012 Plan”). Pursuant to the 2012 Plan Amendment~~$158,956 ~~the number of shares of our common stock reserved~~ for ~~issuance under~~ the ~~2012~~three ~~Plan~~months ~~has~~ended ~~been reduced~~September ~~to 380~~30,~~000~~ ~~from 7~~2015,~~000,000~~ ~~shares.~~compared ~~This~~to ~~reduction~~a ~~was~~net loss ~~adopted in view~~ of ~~our 20 for 1 forward stock split in the form of a dividend~~$156, ~~which, taking into account the automatic adjustment provisions~~ 693 for ~~stock dividends set forth in Section 14(a)(iii) of~~ the ~~2012~~corresponding ~~Plan,~~period ~~has~~ended ~~resulted~~September ~~in 7~~30,~~600,000~~ ~~shares of our common stock being available for grant under the 2012 Plan following effectiveness of the proposed forward stock split~~2014.

~~Recent~~The following ~~Developments~~table provides selected financial data about our Company for the period ended September 30, 2015.

Binding letter of Intent with the Target Companies

Balance Sheet Data:	9/30/2015

Cash	$	2,105
Total assets	$	1,359,467
Total liabilities	$	2,559,441
Shareholders’ equity	$	(1,199,973	)

~~On October~~Liquidity ~~3, 2014, we signed a Binding Letter of Intent (LOI), as amended on October 31, 2014~~ and ~~February 23,~~Capital ~~2015, to revise the terms of the proposed Merger with the Target Companies. This LOI replaced the Term Sheet dated May 5, 2014 which was non-binding.~~Resources

~~Pursuant to the LOI, it is contemplated~~Our ~~that~~cash ain ~~newly-formed, wholly-owned Canadian subsidiary (“Subco”) of~~ the ~~Company~~bank ~~will~~at ~~merge~~September ~~with and into the Target Companies~~30, as2015 awas ~~result of which the Target Companies will become wholly-owned subsidiaries of the Company~~$2,105. InCash ~~connection~~provided ~~with~~by ~~the LOI, as amended, and pursuant to its terms, the Company agreed to provide additional bridge~~ financing ~~(the~~since ~~“Additional~~inception ~~Bridge Financing”)~~was ~~to the Target Companies on the last day of each of the months of September and October 2014 in the amount of~~ $~~120~~10,000 ~~per~~from ~~month. The Company delivered~~ the ~~September~~sale ~~$120,000~~of ~~Additional Bridge Financing installment~~ shares to ~~the~~our ~~Target Companies on October 15~~officer, ~~2014 and the October~~ $~~120~~24,~~000~~200 ~~Additional~~resulting ~~Bridge~~from ~~Financing installment to~~ the ~~Target~~sale ~~Companies~~of onour ~~November 7,~~common ~~2014.~~stock ~~The Company provided an additional $151,000 in Additional Bridge Financing~~ to ~~the~~46 ~~Target~~independent ~~Companies on April 8~~investors, ~~2015. To date~~and, ~~the~~through ~~Company has provided~~ the ~~Target~~date ~~Companies with an aggregate of~~ hereof, $1,~~151~~970,000 inresulting ~~Bridge~~from ~~Financing~~the ~~and~~sale ~~Additional~~of ~~Bridge~~our ~~Financing. To~~Investor ~~finance~~Notes ~~the~~in ~~Bridge Financing and~~ the ~~Additional~~Notes ~~Bridge~~Offering. ~~Financing~~Although ~~and~~we toare ~~provide~~raising ~~working~~funds ~~capital~~through to the ~~Company,~~financing of the ~~Company has~~Notes ~~sold~~Offering, anwe ~~aggregate~~have ofused $1,~~755~~226,000 of ~~its~~the ~~10%~~net ~~Secured~~proceeds ~~Convertible~~derived ~~Promissory~~from ~~Notes~~our (issuance of the ~~“Investor~~Investors Notes~~”),~~ to ~~date.~~provide InBridge ~~addition~~Financing to the ~~Notes~~Target ~~Offering~~Companies ~~(defined below), the Company intends to engage in an additional private placement of its securities~~ for atworking ~~least an additional $1~~capital,~~245,000~~ in ~~gross~~accordance ~~proceeds~~with to the ~~Company~~terms (of the ~~“Subsequent Offering”) for working capital use post-Merger closing~~LOI. ~~The~~We ~~closing~~are ofusing the ~~Subsequent~~remainder of ~~Offering and~~ the ~~closing~~net proceeds of the ~~Merger~~Notes isOffering ~~each~~for ageneral ~~condition~~working ~~precedent~~capital ~~to the other~~purposes.

13We estimate our general and administrative costs will require approximately $475,000 for the remainder of fiscal year ending June 30, 2016, exclusive of any business acquisition or combination costs. We plan to raise the necessary funds through loans from affiliates or others.

~~Although the original LOI provides that~~We ~~the~~may ~~proposed~~be ~~Merger~~unable ~~is expected~~ to ~~close~~secure onadditional orfinancing ~~before November 30, 2014, there has been a delay in the preparation of the audited financial statements of the Target Companies and it is now expected that the proposed Merger will close~~ on orterms ~~about~~acceptable ~~June~~to 30us, ~~2015. There is no certainty, however, that the Merger will close on that date~~ or at all, ~~that~~at ~~any~~times ~~transactions~~when ~~will~~we beneed ~~consummated~~such ~~with~~financing. Our ~~the~~inability ~~Target~~to ~~Companies~~raise oradditional ~~that~~funds ~~any~~on ~~other~~a ~~business~~timely ~~projects~~basis ~~will~~could beprevent ~~identified~~us ~~and~~from ~~consummated.~~achieving ~~The~~our ~~Merger~~business isobjectives ~~subject~~and ~~to,~~could ~~among~~have ~~other~~a ~~things,~~negative ~~the~~impact ~~completion~~on ~~and~~our ~~delivery~~business, byfinancial ~~the~~condition, ~~Target~~results ~~Companies~~of tooperations ~~the Company,~~ and the ~~acceptance~~value ~~as satisfactory by the Company,~~ of ~~two~~our ~~year audited consolidated financial statements of the Target Companies~~securities.

On January 6, 2015, two of the Investor Notes which were to mature on January 20, 2015, in the aggregate principal amount of $500,000 were extended until April 20, 2015. These two notes have been further extended to October 20, 2015. On February 2, 2015, one of the Investor Notes in the principal amount of $120,000 was extended until June 3, 2015. On March 15, 2015, one of the Investor Notes in the principal amount of $60,000 was extended until July 17, 2015, one of the Notes in the principal amount of $90,000 was extended until July 15, 2015 and one of the Notes in the principal amount of $99,000 was extended until July 15, 2015. On March 17, 2015, one of the Investor Notes in the principal amount of $30,000 was extended until August 14, 2015.13

~~Because~~If we ofraise ~~the~~additional ~~delay~~funds inby ~~the~~issuing ~~closing~~additional ~~of the~~equity ~~proposed~~or ~~Merger,~~convertible ~~our~~debt ~~loans~~securities, to the ~~Target~~ownership ~~Companies~~percentages inof ~~the~~existing ~~aggregate~~stockholders will ~~amount~~be ofreduced ~~$1,000,000~~and ~~became~~the ~~due~~securities ~~and~~that ~~payable~~we tomay usissue ~~between January~~in ~~20,~~the ~~2015~~future ~~and~~may ~~February~~have 4rights, ~~2015.~~preferences ~~Under~~or ~~the~~privileges ~~terms~~senior to those of the ~~LOI~~current ~~amendment~~holders ~~dated~~of ~~February~~our ~~23,~~Common ~~2015,~~Stock. Such wesecurities ~~extended~~may ~~the~~also ~~maturity~~be ~~dates on~~issued ~~these~~at ~~loans~~a discount to ~~May 31, 2015. Upon~~ the ~~closing~~market price of ~~the~~our Common ~~Merger~~Stock, resulting in ~~accordance~~possible ~~with~~further dilution to the ~~terms~~book ofvalue ~~the~~per ~~LOI,~~share ~~these~~of ~~loans~~Common asStock. If ~~well~~we ~~as any~~raise additional funds ~~Bridge~~by ~~Financing~~issuing todebt, ~~the~~we ~~Target~~could ~~Companies~~be ~~will~~subject beto ~~forgiven.~~debt ~~There~~covenants ~~can~~that becould noplace ~~guarantee,~~limitations ~~however,~~on ~~that~~our ~~the~~operations ~~Merger~~and ~~will close~~financial flexibility.

~~Results of Operations~~Subsequent Event

~~Three~~On October ~~Month~~30, ~~Period~~2015, ~~ended~~we ~~March~~closed 31on the offer and sale of an additional $30,000 ~~2015~~of ~~Compared~~our 10% Secured Convertible Promissory Notes to two ~~Three~~investors. The Investor Notes were offered and sold as part of the Notes Offering to one accredited investor and one non-U.S. ~~Month~~person ~~Period~~pursuant ~~Ended~~to ~~March~~the 31exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) of, ~~2014~~and Regulation D and Regulation S under, the Securities Act. This additional capital is being applied towards our working capital needs.

~~Revenue~~Off-Balance Sheet ~~and Other Income~~Arrangements

We ~~did~~ do not ~~generate~~have any ~~revenue for~~off-balance ~~the~~sheet ~~three~~arrangements ~~months~~that ~~ended~~have ~~March~~or ~~31,~~are ~~2015~~reasonably likely to have a current or ~~2014.~~future Weeffect ~~generated~~on ~~$24~~our financial condition,~~998~~ changes in ~~interest~~financial ~~income~~condition, ~~from~~revenues ~~the~~or ~~Bridge~~expenses, ~~Loans~~results ~~during~~of ~~the~~operations, liquidity, capital expenditures or capital ~~three~~resources ~~months~~that ~~ended~~is ~~March~~material ~~31,~~to ~~2015~~investors.

~~Expenses~~Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Operating~~As ~~expenses, consisting~~a ~~primarily~~smaller ofreporting ~~$77~~company,~~086~~ inas ~~general~~defined ~~and administrative expenses (including professional fees) and $37,820~~ in ~~interest~~Rule ~~expense, totaled $114,906 in the three~~12b-~~month~~2 ~~period~~of ~~ended March 31, 2015, compared to $27,278 in~~ the ~~three-month~~Exchange ~~period~~Act ~~ended March 31, 2014, which consisted~~ of ~~$27,278~~1934 ~~in general and administrative expenses~~ (~~including~~the ~~professional~~“Exchange ~~fees~~Act”), ~~and~~we $0are innot ~~interest~~required ~~expense. The increase in interest expense is due~~ to ~~the~~provide ~~interest~~disclosure onunder ~~the~~this ~~10%~~Item ~~Notes~~3.

~~Net~~Item 4. ~~Losses~~Controls and Procedures

~~As a result of the foregoing, we incurred~~Evaluation ~~a net loss~~ of ~~$89,907~~Disclosure ~~for~~Controls ~~the~~and ~~three months ended March 31, 2015, compared to a net loss of $27,278~~Procedures ~~for the corresponding period ended March 31, 2014.~~

14Our management, with the participation of our Chief Executive Officer/Chief Financial Officer, Frank Terzo, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act as of September 30, 2015. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

~~The following table provides selected financial data about our Company for the period ended March 31, 2015.~~14

Balance Sheet Data:	3/31/2015
Cash	$	693
Total assets	$	1,073,611
Total liabilities	$	1,969,099
Shareholders' equity	$	(895,488	)

Based on management’s evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of September 30, 2015, our disclosure controls and procedures are not effective and are not presently designed at a level to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

~~Nine~~1. As of ~~Month~~September ~~Period~~30, ~~ended~~2015, ~~March~~we 31did not adequately segregate, ~~2015~~or ~~Compared~~mitigate tothe ~~Nine~~risks ~~Month~~associated with, incompatible functions among personnel ~~Period~~to ~~Ended~~reduce ~~March~~the 31risk that a potential material misstatement of the financial statements would occur without being prevented or detected. Accordingly, ~~2014~~management concluded that this control deficiency constituted a material weakness.

~~Revenue~~We are committed to improving our accounting and ~~Other~~financial ~~Income~~reporting functions. As part of this commitment, we have engaged consultants to assist in the preparation and filing of financial reports.

We will ~~did~~continue ~~not~~to ~~generate~~monitor ~~any~~and ~~revenue~~evaluate ~~for~~ the ~~nine~~ ~~months~~effectiveness ~~ended~~of ~~March~~our ~~31,~~disclosure ~~2015~~controls orand ~~2014.~~procedures Weand ~~generated~~our ~~$48,619~~internal incontrols ~~interest~~over financial ~~income~~reporting ~~during~~on ~~the~~an ~~nine~~ongoing ~~months~~basis ~~ended~~and ~~March~~are 31committed to taking further action and implementing additional enhancements or improvements, ~~2015~~as necessary and as funds allow.

~~Expenses~~Changes in Internal Controls Over Financial Reporting

~~Operating expenses, consisting primarily~~We ofregularly ~~$291,369~~review inour ~~general~~system ~~and~~of ~~administrative~~internal ~~expenses~~control ~~(including~~over ~~professional~~financial ~~fees)~~reporting and ~~$71,550~~make inchanges ~~interest~~to ~~expense,~~our ~~totaled~~processes ~~$362,919 in~~and ~~the~~systems ~~nine-month~~to ~~period~~improve controls ~~ended~~and ~~March~~increase 31efficiency, ~~2015,~~while ~~compared~~ensuring tothat ~~$56,866~~we inmaintain ~~the~~an ~~nine-month~~effective ~~period~~internal ~~ended~~control ~~March~~environment. ~~31,~~Changes ~~2014,~~may ~~which consisted~~include ofsuch ~~$56,866~~activities inas ~~general~~implementing ~~and~~new, ~~administrative~~more ~~expenses~~efficient ~~(including~~systems, ~~professional~~consolidating ~~fees)~~activities, and $0migrating ~~in interest expense~~processes.

~~Net Losses~~ 15

~~As a result of the foregoing, we incurred~~PART aII ~~net~~– ~~loss~~OTHER ~~of $314,299 for the nine months ended March 31, 2015, compared to a net loss of $56,866~~INFORMATION ~~for the corresponding period ended March 31, 2014.~~

~~Liquidity~~Item 1. Legal ~~and Capital Resources~~Proceedings

~~Our~~We ~~cash in the bank at March 31, 2015~~are ~~was~~not ~~$693.~~currently ~~Cash~~involved ~~provided~~in byany ~~financing~~legal ~~since~~proceedings ~~inception was $10,000 from the sale of shares to our officer, $24,200 resulting from the sale of our common stock to 46 independent investors,~~ and, ~~through the date hereof, $1,775,000 resulting from the sale of our Investor Notes in the Notes Offering. Although~~ we are ~~raising~~not ~~funds~~aware ~~through the financing~~ of ~~the~~any ~~Notes~~pending ~~Offering,~~or wepotential ~~have~~legal ~~used $1,151,000 of the net proceeds derived from our issuance of the Investors Notes to provide Bridge Financing to the Target Companies for working capital, in accordance with the terms of the LOI~~actions. ~~We are using the remainder of the net proceeds of the Notes Offering for general working capital purposes.~~

~~We estimate our general and administrative~~Item ~~costs will require approximately $50,000 for the remainder of fiscal year ending June 30, 2015, exclusive of any business acquisition or combination costs~~1A. WeRisk ~~plan to raise the necessary funds through loans from affiliates or others.~~Factors

~~We may be unable to secure additional financing~~The onextended ~~terms~~delay ~~acceptable~~in tothe ~~us,~~closing orof atour ~~all,~~proposed atmerger ~~times~~with ~~when~~the weTarget ~~need~~Companies ~~such financing. Our inability to raise additional funds on a timely basis~~ could ~~prevent~~result usin ~~from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and~~ the ~~value~~failure of our ~~securities~~business.

15Because of the delay in the closing of the Merger, twenty-three (23) of the Investor Notes in the aggregate principal amount of $1,530,000 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 an extremely deleterious impact on our business.

~~If we raise additional funds by issuing~~There ~~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,~~been ~~preferences~~no orother ~~privileges~~material ~~senior~~changes to ~~those of~~ the ~~current~~risk ~~holders~~factors ofpreviously ~~our~~discussed ~~Common Stock. Such~~in ~~securities~~Item ~~may~~1A ~~also be issued at a discount to the market price~~ of our ~~Common~~Annual ~~Stock,~~Report ~~resulting~~on ~~in possible further~~Form 10-K ~~dilution~~for to the ~~book~~year ~~value~~ended ~~per~~June ~~share of Common Stock. If we raise additional funds by issuing debt~~30, ~~we could be subject to debt covenants that could place limitations on our operations and financial flexibility~~2015.

~~Off-Balance~~Item 2. Unregistered ~~Sheet~~Sales ~~Arrangements~~of Equity Securities and Use of Proceeds

WeBetween May do21, ~~not~~2014 ~~have~~and ~~any~~August ~~off-balance~~28, ~~sheet~~2015, ~~arrangements~~we ~~that~~held ~~have~~multiple closings of our Notes Offering in which we sold an aggregate of $1,970,000 orin ~~are~~principal ~~reasonably~~amount ~~likely~~of toour ~~have~~10% Secured Convertible Promissory Notes to a ~~current~~total orof ~~future~~twenty ~~effect~~three on(24) ~~our~~investors. ~~financial~~The ~~condition,~~Investor ~~changes~~Notes were offered and sold in ~~financial~~the ~~condition,~~Notes ~~revenues or~~Offering ~~expenses,~~to ~~results~~a limited number of ~~operations,~~non-U.S. ~~liquidity,~~persons ~~capital~~pursuant ~~expenditures~~to orthe ~~capital~~exemptions ~~resources~~from ~~that~~the isregistration requirements ~~material~~of tothe ~~investors~~Securities Act, provided by Section 4(a)(2) thereof, and Regulation S thereunder.

~~Item~~On August 3.21, ~~Quantitative~~2015, we entered into a professional relations and ~~Qualitative~~consulting ~~Disclosures~~agreement ~~about~~with ~~Market~~Acorn ~~Risk~~Management Partners, LLC (“Acorn”) pursuant to which in exchange for the development of a market awareness program for us and along with 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 agreement for a second three month period and an additional 25,000 restricted shares for every six month extension thereafter so long as certain benchmarks are met by Acorn. We have not yet issued the initial 25,000 shares to Acorn. This issuance is exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act.

AsOn September a8, ~~smaller~~2015, ~~reporting~~we ~~company~~entered into an investor relations services agreement with Hilton Advisory Group, asInc. ~~defined~~(“Hilton”) pursuant to which in ~~Rule~~exchange ~~12b-2~~for the provision of internet based corporate development services for us and along with certain cash compensation we agreed to issue to Hilton 20,000 restricted shares of our common stock upon signing. We have not yet issued these shares to Hilton. This issuance is exempt from the ~~Exchange~~registration provisions of the Securities Act of ~~1934~~1933, as amended (the “~~Exchange~~Securities Act”), wepursuant ~~are not required~~ to ~~provide~~Section ~~disclosure~~4(a)(2) ~~under~~of ~~this~~the ~~Item~~Securities 3Act.

~~Item 4. Controls and Procedures~~16

~~Evaluation~~On October of27, ~~Disclosure~~2015, ~~Controls~~we entered into a business advisory services agreement with EGM Firm Inc. (“EGM”) pursuant to which in exchange for the provision of certain business development services we agreed to pay a cash fee of $15,000 and ~~Procedures~~to issue to EGM 10,000 restricted shares of our common stock upon the signing of the agreement. We have not yet issued these shares to EGM. This issuance is exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) thereof.

~~Our management,~~Item ~~with~~3. ~~the~~Defaults ~~participation~~Upon ofSenior ~~our Chief Executive Officer/Chief Financial Officer, Frank Terzo, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the~~ Securities Exchange Act as of March 31, 2015. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

~~Based on management’s~~Because ~~evaluation,~~of ~~our~~the ~~Chief~~delay ~~Executive~~in ~~Officer/Chief~~the ~~Financial~~closing ~~Officer~~of ~~concluded~~the ~~that~~Merger, astwenty-three a(23) ~~result~~ of the ~~material~~Investor ~~weaknesses~~Notes ~~described below,~~in asthe ofaggregate ~~March~~principal ~~31,~~amount ~~2015~~of $1,530,000 have ~~our~~reached ~~disclosure~~their ~~controls~~maturity ~~and~~dates ~~procedures~~(some ~~are~~of ~~not~~which ~~effective~~were previously extended) and are ~~not~~now ~~presently~~due ~~designed~~and atpayable ain ~~level~~full along with accrued toand ~~provide~~unpaid ~~reasonable~~interest. ~~assurance~~Because ~~that~~these ~~information~~Investor weNotes are ~~required~~now toin ~~disclose~~default, inthe ~~reports~~interest ~~that~~rate weon ~~file~~the orInvestor ~~submit~~Notes ~~under~~has ~~the~~begun ~~Exchange~~to accrue ~~Act~~at isan ~~recorded,~~annual ~~processed,~~rate ~~summarized,~~of ~~and~~12% ~~reported~~from ~~within~~ the ~~time~~date ~~periods~~of ~~specified~~default. The Company is in ~~SEC~~the ~~rules~~process ~~and~~of ~~forms,~~asking ~~and~~the ~~that~~purchasers ~~such~~of ~~information~~these Investor Notes isto ~~accumulated~~agree ~~and~~to ~~communicated~~extend the maturity dates on these Investor Noes to ~~our~~a ~~management,~~date ~~including~~after ~~our~~the ~~Chief~~currently ~~Executive~~projected ~~Officer/Chief~~closing ~~Financial~~date ~~Officer,~~of asthe ~~appropriate,~~Merger to(on ~~allow~~or ~~timely~~about ~~decisions~~October ~~regarding~~31, ~~required~~2015), ~~disclosure.~~but ~~The~~there ~~material~~can ~~weaknesses,~~be ~~which~~no ~~relate~~assurance that any of these purchasers will agree to ~~internal~~such ~~control~~an ~~over~~extension. ~~financial~~If ~~reporting~~one or more of the purchasers of the Investor Notes demands payment of the principal and accrued interest on his defaulted Investor Note, ~~that~~we ~~were~~might ~~identified~~not ~~are:~~be able to meet such demand.

~~1. As~~Item of March 31, 2015, we did not adequately segregate, or mitigate the risks associated with, incompatible functions among personnel to reduce the risk that a potential material misstatement of the financial statements would occur without being prevented or detected4. ~~Accordingly,~~ ~~management~~Mining ~~concluded~~Safety ~~that this control deficiency constituted a material weakness.~~Disclosures

WeNot ~~are committed to improving our accounting and financial reporting functions~~applicable. As part of this commitment, we have engaged consultants to assist in the preparation and filing of financial reports. We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

~~Changes in Internal Controls~~Item ~~Over~~5. ~~Financial~~Other ~~Reporting~~Information

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environmentNone. ~~Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.~~

16Item 6. Exhibits

~~PART~~In reviewing IIthe –agreements ~~OTHER~~included ~~INFORMATION~~as exhibits to this Form 10-Q, 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:

~~Item~~• 1.should ~~Legal~~not ~~Proceedings~~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; • have been 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; • may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and • 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.

~~We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.~~17

~~Item~~Accordingly, these 1Arepresentations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional ~~Risk~~information ~~Factors~~about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

~~There~~The following ~~have~~exhibits ~~been~~are noincluded ~~material~~as ~~changes~~part ~~to the risk factors previously discussed in Item 1A~~ of ~~our~~this ~~Annual Report on Form~~report: ~~10-K for the year ended June 30, 2014.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Exhibit No.		Description
10.1		Professional Relations and Consulting Agreement dated July 6, 2015 by and between the Registrant and Acorn Management Partners, LLC (1)

10.2		Investor Relations Service Agreement dated September 4, 2015 by and between the Registrant and Hilton Advisory Group, Inc. (2)

10.3*		Engagement letter dated October 27, 2015 by and between the Registrant and EGM Firm Inc.

31.1/31.2		Certification of the Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1/32.2**		Certification of the Chief Executive and Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Since May 21, 2014, the Company has conducted a number of closings in which it has sold its eight month 10% Secured Convertible Promissory Notes to a limited number of non-U.S. persons in a private placement (the “Notes Offering”) pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of, and Rule 506 of Regulation D and Regulation S under, the Securities Act.

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

As referenced in Item 2 of Part I, on October 31, 2014, we signed the amended LOI with the Target Company relating to the Bridge Financing which increased the aggregate principal amount of the Notes Offering to $1,500,000. The LOI was further amended on February 23, 2015 to increase the Bridge Financing to an aggregate principal amount of $1,750,000. On February 20, 2015, April 4, 2015 and April 10, 2015, the Company closed on the offer and sale of $30,000, $154,000 and $71,000, respectively, in principal amounts of the Investor Notes to certain investors. As of April 10, 2015, the Company had closed on an aggregate principal amount of $1,755,000 of the Investor Notes.

*	Attached hereto.
**	This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference

~~The~~(1) ~~Investor~~Incorporated ~~Notes contain customary events of default and include a default~~ by ~~the~~reference ~~Borrowers~~to ~~under~~Exhibit ~~the Bridge Notes~~10. If9 ~~the~~in ~~Company defaults under~~ the ~~Investor Notes,~~Registrant’s ~~the~~Annual ~~full~~Report ~~principal~~on ~~amount~~Form of10-K ~~the~~for ~~Investor Notes will, at~~ the ~~option~~fiscal ofyear ~~the~~ended ~~Investors~~June 30, ~~become immediately due and payable in cash. In addition~~2015, ~~upon~~filed anwith ~~event of default,~~ the ~~Investor~~SEC ~~Notes~~(SEC ~~will~~File ~~begin~~Number to000-54118) ~~bear~~on ~~interest~~October ~~at a rate of 12% per annum~~13, ~~or such lower maximum amount of interest permitted to be charged under applicable law~~2015.

On(2) ~~January~~Incorporated 6,by ~~2015,~~reference ~~two of the Investor Notes which were~~ to ~~mature~~Exhibit on10.10 ~~January 20, 2015,~~ in the ~~aggregate~~Registrant’s ~~principal~~Annual ~~amount~~Report ofon ~~$500,000~~Form ~~were~~10-K ~~extended~~for ~~until April 20, 2015. These two notes have been further extended until October 20, 2015. On February 2, 2015, one of~~ the ~~Investor~~fiscal ~~Notes~~year inended ~~the principal amount of $120,000 was extended until~~ June 330, 2015~~. On March 15~~, ~~2015,~~filed ~~one~~with of the ~~Investor~~SEC ~~Notes~~(SEC inFile ~~the~~Number ~~principal amount of $60,~~000 ~~was~~-54118) ~~extended~~on ~~until~~October ~~July 17~~13, 2015~~, one of the Notes in the principal amount of $90,000 was extended until July 15, 2015 and one of the Notes in the principal amount of $99,000 was extended until July 15, 2015~~. ~~On March 17, 2015, one of the Investor Notes in the principal amount of $30,000 was extended until August 14, 2015.~~

~~Item 3. Defaults Upon Senior Securities~~18

~~There were no defaults upon senior securities during the period covered by this report.~~SIGNATURES

~~Item~~Pursuant to 4.the ~~Mining~~requirements ~~Safety~~of ~~Disclosures~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 16, 2015.

~~Not~~Urban ~~applicable~~Hydroponics, Inc. /s/ Frank Terzo By: Frank Terzo (Principal Executive Officer)

1719

Item 5. Other Information

Item 6. Exhibits

In reviewing the agreements included as exhibits to this Form 10-Q, 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:

· 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;

· have been 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;

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

· 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.

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 Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

The following exhibits are included as part of this report:

Exhibit No.		Description
31.1/31.2		Certification of the Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2*		Certification of the Chief Executive and Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 20, 2015.

Urban Hydroponics, Inc. /s/ Frank Terzo By: Frank Terzo (Principal Executive Officer)

Filing Compare · Urban Hydroponics, Inc.