0001354488-15-001035.txt : 20150310 0001354488-15-001035.hdr.sgml : 20150310 20150310114102 ACCESSION NUMBER: 0001354488-15-001035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150309 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150310 DATE AS OF CHANGE: 20150310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Urban Hydroponics, Inc. CENTRAL INDEX KEY: 0001336282 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 721600437 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54118 FILM NUMBER: 15687682 BUSINESS ADDRESS: STREET 1: 224 DATURA STREET STREET 2: SUITE 505 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-543-8882 MAIL ADDRESS: STREET 1: 224 DATURA STREET STREET 2: SUITE 505 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: Placer Del Mar, Ltd. DATE OF NAME CHANGE: 20050815 8-K 1 pdmt_8k.htm CURRENT REPORT pdmt_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
__________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): March 9, 2015
 
URBAN HYDROPONICS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
 
000-54118
 
72-1600437
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
224 Datura Street
Suite 505
West Palm Beach, FL 33401
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:   (561) 543-8882
 
 
(Former Name of Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
 
Item 7.01    Regulation FD Disclosure

Attached hereto as Exhibit 99.1 is a press release issued on March 9, 2015 by Urban Cultivator Inc. announcing Urban Cultivator’s entry into new distributor agreements in Europe and the Middle East.  On October 3, 2014, Urban Cultivator Inc. along with its sister companies, B.C. Northern Lights Enterprises Ltd. and W3 Metals Inc., signed a binding letter of intent to merge with Urban Hydroponics Inc.  We can make no assurances that the proposed merger with the Urban Cultivator companies will be completed.

The information furnished in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K (this “Report”) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit Number
 
Description
     
 
Press Release dated March 10, 2015

 
 
 
2

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


     
       
Dated:  March 10, 2015  
By:
/s/ Frank Terzo  
   
Name:  Frank Terzo
 
   
Title:    President
 
       

 
 
 
 
 
3

 
EX-99.1 2 pdmt_ex991.htm PRESS RELEASE pdmt_ex991.htm
EXHIBIT 99.1
 
Urban Cultivator Continues its Rapid Global Expansion with New Distributors across Europe and the Middle East.
 
Vancouver, British Columbia March 10, 2015
 
Urban Cultivator, British Columbia-based manufacturer of high quality, fully automated indoor growing appliances announced today five new distribution partners across Europe and the Middle East including in the United Kingdom, Norway, Amsterdam, Portugal and Dubai and Abu Dhabi in the United Arab Emirates. The new distributors have placed more than $1,000,000 in initial orders.
 
Urban Cultivator allows consumers anywhere in the world the ability to grow fresh organic herbs and greens year-round and save money in the process. Fresh greens can be plucked from the Urban Cultivator appliance and plated within seconds with peak flavor and nutritional value still intact.
 
Urban Cultivator's one-of-a-kind, fully-automated appliance has gained acceptance among world-class chefs such as Martha Stewart, Ned Bell, Susur Lee and David Bouley. Support from chefs such as these will become a driving force for the sale of Urban Cultivator's appliances within the culinary communities in these new markets.
 
Jan Olav Fikse, Urban Cultivator's new distributor in Norway, stated, "In Norway, the growing millennial population demands healthy food; however, our agriculture infrastructure relies on costly greenhouses. We were thrilled when we came across the Urban Cultivator as an indoor alternative. Not only does the Urban Cultivator provide best-in-class greens, but we are impressed with the ease of partnering with Urban Cultivator. Their Product Manager, Davin MacGregor, flew from Canada to China, and finally Norway just to ensure shipment and goods arrived safe. This showed us the dedication of the Urban Cultivator team."
 
In addition to growing Urban Cultivator's market share globally, demand is also rising in North America. Starting off strong in the first quarter of 2015, Urban Cultivator has grown its dealer network to more than 80 high-end luxury shops to enable 365 days of indoor growing for homes and restaurants across North America.
 
"As we kick off 2015, we are excited to add several distribution points across Europe and the Middle East", states Tarren Wolfe, Founder and Chief Executive Officer of Urban Cultivator, "We are pleased to add these global entry points and spread healthier and greener lifestyle choices. Our team coined this lifestyle "the Zero Mile Diet" TM, because, on average, food travels 1500 miles from farm to your plate - in this process over half of the nutrients are lost."
 
The Urban Cultivator appliance features an automated control center to ensure that greens get precisely the right amount of water and light, while onboard fans control humidity and air circulation.
 
The appliances come in a residential model and a commercial size application for restaurants. The Urban Cultivator Residential unit exquisitely fits into the kitchen, and connects to city water and electricity, just like a dishwasher. The Residential unit comes with a starter kit of seeds.
 
The commercial scale Urban Cultivator is used by top restaurants and hotels in the world including the Four Seasons, Bouley Botanical and the Fairmont, all in Vancouver, British Columbia. High-end chefs turn to the Urban Cultivator to help them provide the freshest and best tasting experience for their customers.
 
Urban Cultivator can save restaurants $500 to $1500 per month in the cost of greens. The average cost of growing a 10×20 flat of greens in the Urban Cultivator commercial unit is $5.00. Often, the same flat of living greens may cost $20 – $45 to purchase from a supplier. Moreover, restaurants can promise their customers that greens grown on their premises in the Urban Cultivator are cultivated without pesticides and harmful chemicals and are harvested at peak nutritional value then plated within minutes.
 
New distributors across Europe and the Middle East will offer customers both the residential and commercial Urban Cultivator models.
 
To find a local distributor or to become a distributor please visit: http://www.urbancultivator.net/where-to-buy/
 
Urban Cultivator
 
Founded in 2010, Urban Cultivator is a British Columbia-based manufacturer of high quality, fully automated indoor growing appliances that allow year-round growing of herbs, micro-greens, flowers and vegetables. The "Urban Cultivator™" appliances feature an automated control center to ensure that greens get precisely the right amount of water and light, while onboard fans control humidity and air circulation. The Urban Cultivator comes in a residential model and a commercial size application for restaurants. The commercial scale Urban Cultivator is used by world-renowned Chefs and is used at top restaurants and hotels in the world including the Four Seasons Hotel and the Fairmont Hotel, both in Vancouver. To learn more please visit http://www.urbancultivator.net.
 
On October 3, 2014, Urban Cultivator Inc. along with its sister companies, B.C. Northern Lights Enterprises Ltd. and W3 Metals Inc., signed a binding letter of intent to merge with Urban Hydroponics Inc., (OTCQB: URHY) a Nevada corporation. Pursuant to the terms of the LOI and an earlier non-binding term sheet, Urban Hydroponics Inc. has made working capital bridge loans to the target companies totaling $1,000,000 in anticipation of the closing of the merger. For further information about this proposed merger, please see http://www.prweb.com/releases/2014/11/prweb12292644.htm and the Urban Hydroponics, Inc. current report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2014.
 
Urban Hydroponics, Inc.
 
Urban Hydroponics, Inc. (formerly known as Placer Del Mar, Ltd.) was incorporated in Nevada on May 13, 2005 for the purpose of mining and mineral exploration. In June, 2013 the Company ceased its mining exploration activities to refocus its business objectives on seeking a business combination with a private entity whose business would present an opportunity for the Company's shareholders. Since that time the Company has been a "shell company" as such term is defined under the federal securities laws. Frank Terzo is currently the Company's sole officer and director. Urban Hydroponics, Inc. can make no assurances that the proposed merger with the Urban Cultivator companies will be completed.
 
Contact:
 
Media Relations / Investor Relations
Nathan Kappus
PR Prophets
Nathan(at)prprophets(dot)com
914-837-9600