REVOLVING PROMISSORY NOTE	9 Months Ended
Sep. 30, 2013
Notes to Financial Statements
REVOLVING PROMISSORY NOTE	NOTE 11 – REVOLVING PROMISSORY NOTE On June 6, 2013 the Company issued a Revolving Promissory Note (the “Revolving Note”) in the amount of $550,000 to W-Net Fund I, L.P. (the “Holder”). Per the terms of the Revolving Note, the Holder agrees to make advances to the Company from time to time during the 14 month Revolving Note term, at its sole discretion, in an aggregate principal amount at any one time outstanding which does not exceed $550,000 (the “Revolving Credit Commitment”). During the term of the Revolving Note, the Company may use the Revolving Credit Commitment by borrowing, prepaying any advances under the Revolving Note in whole or in part, and re-borrowing, all in accordance with the terms and conditions of the Revolving Note. As set forth in the terms of the Revolving Note, the term is for a period of fourteen months, with the expiration date being July 31, 2014. Interest accrues from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 7% per annum (calculated on the basis of a 365 day year for the actual number of days elapsed), compounded annually. The Company was also obligated to pay the Holder a $5,000 transaction fee, which was deducted from the initial advance of funds and recorded as a general and administrative expense by the Company during the three month period ending June 30, 2013. On August 6, 2013, the Company and W-Net amended the terms of the Revolving Note to increase the maximum amount of the advances that the Company could request under the Revolving Note from the original amount of $550,000 to the revised amount of $750,000. The Revolving Note was also amended to state that any additional requests for additional draws by the Company under the Revolving Note shall be at the sole discretion of W-Net. These were the only terms of the Revolving Note that were amended. During the six months ending June 30, 2013, the Company had been advanced $550,000 in principal, with the funds being used to purchase RMH/EGC (see “NOTE 6 – PURCHASE – ROCKY MOUNTAIN HYDROPONICS and EVERGREEN GARDEN CENTER”). Between August 1 and August 29, 2013, the Company was advanced an additional $200,000, which resulted in total outstanding advances in the amount of $750,000, which was the revised maximum amount of advances permissible to the Company. On August 29, 2013, the $750,000 outstanding balance and accrued and unpaid interest on the Revolving Note was exchanged for a 7% convertible note (see “NOTE 16 – 7% CONVERTIBLE NOTE”), which reduced to zero the amount of advances on the Revolving Note. On September 20, 2013, the Company was advanced $100,000 on the Revolving Note. During the three month period ended September 30, 2013, the Company recorded $6,986 of interest expense related to the Revolving Note. For the nine months ending September 30, 2013, interest expense totaling $9,201 was recorded by the Company in relation to this note. As of September 30, 2013, total principal and interest owed on the Revolving Note was $100,211 and is recorded on the Company’s balance sheet as “notes payable and accrued interest” as of September 30, 2013 (see “NOTE 10 – NOTES PAYABLE AND ACCRUED INTEREST”).

REVOLVING PROMISSORY NOTE

9 Months Ended

Sep. 30, 2013

NOTE 11 – REVOLVING PROMISSORY NOTE

On June 6, 2013 the Company issued a Revolving Promissory Note (the “Revolving Note”) in the amount of $550,000 to W-Net Fund I, L.P. (the “Holder”). Per the terms of the Revolving Note, the Holder agrees to make advances to the Company from time to time during the 14 month Revolving Note term, at its sole discretion, in an aggregate principal amount at any one time outstanding which does not exceed $550,000 (the “Revolving Credit Commitment”). During the term of the Revolving Note, the Company may use the Revolving Credit Commitment by borrowing, prepaying any advances under the Revolving Note in whole or in part, and re-borrowing, all in accordance with the terms and conditions of the Revolving Note.

As set forth in the terms of the Revolving Note, the term is for a period of fourteen months, with the expiration date being July 31, 2014. Interest accrues from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 7% per annum (calculated on the basis of a 365 day year for the actual number of days elapsed), compounded annually. The Company was also obligated to pay the Holder a $5,000 transaction fee, which was deducted from the initial advance of funds and recorded as a general and administrative expense by the Company during the three month period ending June 30, 2013.

On August 6, 2013, the Company and W-Net amended the terms of the Revolving Note to increase the maximum amount of the advances that the Company could request under the Revolving Note from the original amount of $550,000 to the revised amount of $750,000. The Revolving Note was also amended to state that any additional requests for additional draws by the Company under the Revolving Note shall be at the sole discretion of W-Net. These were the only terms of the Revolving Note that were amended.

During the six months ending June 30, 2013, the Company had been advanced $550,000 in principal, with the funds being used to purchase RMH/EGC (see “NOTE 6 – PURCHASE – ROCKY MOUNTAIN HYDROPONICS and EVERGREEN GARDEN CENTER”).

Between August 1 and August 29, 2013, the Company was advanced an additional $200,000, which resulted in total outstanding advances in the amount of $750,000, which was the revised maximum amount of advances permissible to the Company.

On August 29, 2013, the $750,000 outstanding balance and accrued and unpaid interest on the Revolving Note was exchanged for a 7% convertible note (see “NOTE 16 – 7% CONVERTIBLE NOTE”), which reduced to zero the amount of advances on the Revolving Note.

On September 20, 2013, the Company was advanced $100,000 on the Revolving Note.

During the three month period ended September 30, 2013, the Company recorded $6,986 of interest expense related to the Revolving Note. For the nine months ending September 30, 2013, interest expense totaling $9,201 was recorded by the Company in relation to this note. As of September 30, 2013, total principal and interest owed on the Revolving Note was $100,211 and is recorded on the Company’s balance sheet as “notes payable and accrued interest” as of September 30, 2013 (see “NOTE 10 – NOTES PAYABLE AND ACCRUED INTEREST”).