Quarterly report pursuant to Section 13 or 15(d)

3. ACQUISITION OF ASSETS OF PHYTOSPHERE SYSTEMS, LLC

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3. ACQUISITION OF ASSETS OF PHYTOSPHERE SYSTEMS, LLC
9 Months Ended
Sep. 30, 2013
AcquisitionOfAssetsOfPhytosphereSystemsLlcAbstract  
Acquisition of Assets of PhytoSphere Systems, LLC

On December 15, 2012, we entered into the PhytoSPHERE Agreement with PhytoSPHERE whereby the Company acquired certain assets of PhytoSPHERE in exchange for an aggregate payment of $35,000,000, payable in five (5) installments of either cash or common stock of the Company, in the sole discretion of the Company. The closing of the transactions contemplated by the PhytoSPHERE Agreement occurred on January 29, 2013. At the closing, the Company issued to PhytoSPHERE 900,000 shares of common stock in satisfaction of its first payment obligation due under the PhytoSPHERE Agreement. On April 4, 2013, the Company made its second installment payment in the amount of $6,000,000 by issuing 1,000,000 shares of common stock to PhytoSPHERE with a per share price of $6.00, determined by the maximum price set forth in the PhytoSPHERE Agreement. During the fiscal quarter ended June 30, 2013, the Company paid $750,000 in cash and on July 23, 2013, issued 1,208,334 shares of common stock at a per share price of $6.00, determined by the maximum price set forth in the PhytoSPHERE Agreement, completing its third installment in the aggregate amount of $8,000,004. During the fiscal quarter ended September 30, 2013, the Company paid $200,000 in cash and on September 20, 2013, issued 1,633,333 shares of common stock at a per share price of $6.00, determined by the maximum price set forth in the PhytoSPHERE Agreement, completing its fourth installment in the aggregate amount of $9,999,998. The final installment is due on or before December 31, 2013, in the amount of $6,499,998. The Company has recorded the impairment loss of goodwill under operating expense of $26,998,125 for the nine months ended September 30, 2013.