REVOLVING PROMISSORY NOTE	12 Months Ended
Dec. 31, 2013
Notes to Financial Statements
REVOLVING PROMISSORY NOTE	NOTE 15 - 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 Interest accrues from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 7% per annum (calculated on the basis of a 365 day year for the actual number of days elapsed),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. On June 7, 2013, the Company was 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 principal balance on the Revolving Note was exchanged for a 7% convertible note (see “NOTE 19 – 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. This note was repaid in full on October 16, 2013, with the Company remitting $100,518 in cash, with $100,000 representing principal owed and $518 of interest (see “NOTE 14 – NOTES PAYABLE AND ACCRUED INTEREST”). During the year ended December 31, 2013, interest expense totaling $9,508 was recorded by the Company in relation to this note.

REVOLVING PROMISSORY NOTE

12 Months Ended

Dec. 31, 2013

NOTE 15 - 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.

On June 7, 2013, the Company was 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 principal balance on the Revolving Note was exchanged for a 7% convertible note (see “NOTE 19 – 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. This note was repaid in full on October 16, 2013, with the Company remitting $100,518 in cash, with $100,000 representing principal owed and $518 of interest (see “NOTE 14 – NOTES PAYABLE AND ACCRUED INTEREST”). During the year ended December 31, 2013, interest expense totaling $9,508 was recorded by the Company in relation to this note.