ASSET PURCHASE

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

ASSET PURCHASE - GREENER.COM

NOTE 4 – ASSET PURCHASE – GRENERS.COM

On July 23, 2012, we completed the purchase of substantially all of the assets of Greners, related to the online retail business currently operated by Greners, pursuant to the terms of an Asset Purchase Agreement. The Assets included equipment, finished goods, materials and supplies, contract rights, domain names and implemented and operational components of software. In addition, the Company assumed certain of Greners’ liabilities which included Greners’ liabilities and obligations under its contracts and all express and implied warranties related to any materials supplied by Greners prior to the closing date.

In consideration for the assets of Greners, the Company agreed to pay to Greners an aggregate of $450,000. $250,000 of the purchase price was paid in cash on the closing date and the remaining portion of the purchase price was paid in the form of a Note issued by the Company to Greners in the original principal amount of $200,000.

The Company has estimated that the fair value of the assets purchased to be $450,000; The purchase price has been allocated to specific identifiable tangible and intangible assets at their fair value at the date of the purchase in accordance with Accounting Standards Codification 805, “Business Combinations”, as follows:

Tangible assets	$	93,000
Intangible assets		233,500
Goodwill		123,500
Total		450,000
Less fair value of liabilities assumed		—
Purchase price	$	450,000

The intangible assets relate to customer lists and will be amortized over three years.

The following are unaudited pro-forma results of operations as if the acquisition had occurred at the beginning of the period for the three months ended March 31, 2013 and 2012. Note that these pro-forma results only include the operating results of SGT, Phototron, and Greners:

	For the Three Months Ended March 31,
	2013			2012
Revenue	$	636,756		$	905,996
Cost of revenue		418,478			711,549
Gross profit		218,278			194,447
General and administrative expenses		647,913			654,756
Loss from operations		(429,635	)		(460,308	)
Other expense
Amortization of intangible assets		(22,248	)		—
Loss on extinguishment of debt		(2,750	)		—
Change in fair value of derivative		(169,753	)		—
Interest expense, net		(523,397	)		(122,869	)
Net loss	$	(1,147,783	)	$	(583,177	)
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding (basic and diluted)		439,699,572			157,000,000