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99%+ Increase Y/Y
10-K is out.
Worthless?? We'll see.
Enjoy your dinner.
U.S. companies must have audited annual financials by a PCAOB auditor.
I agree. And the company has done that. It is compliant.
It's auditors are PCAOB certified.
According to the SEC requirements it is not yet required to file the 2017 annual audit until 3/31/18.
Not GAAP compliant? Where do you get this stuff?
From the last 10-Q:
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS
Basis of Presentation - The accompanying unaudited consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these unaudited consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”).
As stated before, the quarterlies are not required to be audited as per SEC requirements.
OTCQB LISTING REQUIREMENTS
To be eligible to be quoted on the OTCQB, all companies will be required to:
Meet a minimum closing bid price on OTC Markets of $.01 for each of the last 30 calendar days;
In the event that there is no prior public market and a 15c2-11 application has been submitted to FINRA by a market maker, OTC Markets can waive the bid requirement at its sole discretion;
In the event that a Company is a seasoned public issuer that completed a reverse stock split within 6 months prior to applying to the OTCQB, the Company must have a post reverse split minimum bid price of $.01 at the close of business on each of the 5 consecutive trading days immediately before applying to the OTCQB;
In the event the Company is moving to the OTCQB from the OTCQX, it must have a minimum closing bid price of $.01 for at least one (1) of the 30 calendar days immediately preceding;
Companies may not be subject to bankruptcy or reorganization proceedings the Company’s application;
Either be subject to the reporting requirements of the Securities Exchange Act of 1934 and be current in such reporting obligations or, if an international issuer, be eligible to rely on the registration exemption found in Exchange Act Rule 12g-2(b) and be current and compliant in such requirements or be a bank current in its reporting obligations to its bank regulator;
Not be in bankruptcy or reorganization proceedings;
Be duly organized, validly existing and in good standing under the laws of each jurisdiction in which it is organized and does business;
Submit an application and pay an application and annual fee;
Maintain a current and accurate company profile on the OTC Markets website;
Use an SEC registered transfer agent and authorize the transfer agent to provide information to OTC Markets about the Company securities, including but not limited to, shares authorized, shares issued and outstanding, and share issuance history; and
Submit an OTCQB Annual Certification confirming the accuracy of the current company profile and providing information on officers, directors and controlling shareholders.
All companies are required to post their initial disclosure on the OTC Markets website and make an initial certification. The initial disclosure includes:
Confirmation that the Company is current in its SEC reporting obligations and has filed all reports with the SEC, that all financial statements have been prepared in accordance with U.S. GAAP, and that the auditor opinion is not adverse, disclaimed or qualified;
International Companies – (i) Companies subject to the Exchange Act reporting requirements must be current in such reports; (ii) A company that is not an SEC Reporting Company must be current and fully compliant in its obligations under Exchange Act Rule 12g3-2(b), if applicable, and shall have posted in English through the OTC Disclosure & News Service or an Integrated Newswire, the information required to be made publicly available pursuant to Exchange Act Rule 12g3-2(b) for the preceding 24 months (or from inception if less than 24 months); and all financial statements have been prepared in accordance with U.S. GAAP and that the auditor opinion is not adverse, disclaimed or qualified;
Verification that the Company profile is current, complete and accurate;
All companies will be required to file an initial and annual certification on the OTC Markets website, signed by the CEO and/or CFO, stating:
The company’s reporting standing (i.e., whether SEC reporting, bank reporting or international reporting) and briefly describing the registration status of the company;
If the Company is an International Company and relying on 12g3-2(b), that it is current in such obligations;
That the company is current in its reporting obligations to its regulator and that such information is available either on EDGAR or the OTC Markets website;
States the law firm and/or attorneys that assist the company in preparing its annual report or 10-K;
Confirms that the company profile on the OTC Markets website is current and complete;
Identifies any third-party providers engaged by the Company, its officers, directors or controlling shareholders, during the prior fiscal year and up to the date of the certification, to provide investor relations services, public relations services, stock promotion services or related services;
Confirms the total shares authorized, outstanding and in the public float as of that date; and
Names and shareholdings of all officers and directors and shareholders that beneficially own 5% or more of the total outstanding shares, including beneficial ownership of entity shareholders.
An application to OTCQB can be delayed or denied at OTC Markets’ sole discretion if they determine that admission would be likely to impair the reputation or integrity of OTC Markets Group or be detrimental to the interests of investors.
On the contrary, I know I'm correct. I just see that presenting facts don't appear to work. You don't need an special audit dated on the date the uplist is filed. The company is current with all it's filings and audits and that is ALL that is required. Polite..yes. But I concede nothing.
I respectfully disagree with your assessment. Time will tell.
Have a nice weekend.
CC
The company is current with it's SEC filings and all "required" audits.
So now you believe the financials are audited?
You can't be required to audit something that isn't yet due.
Billy, you must have missed this.........
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
GrowLife, Inc.:
We have audited the accompanying consolidated balance sheets of GrowLife, Inc. (the “Company”) as of December 31, 2016 and 2015 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2016 and 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of GrowLife, Inc. as of December 31, 2016 and 2015, and the results of its consolidated operations and its cash flows for the years ended December 31, 2016 and 2015 in conformity with generally accepted accounting principles in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are also described in Note 2. The consolidated `financial statements do not include any adjustments that might result from the outcome of this uncertainty.
SD Mayer & Associates, LLP
/s/ SD Mayer & Associates, LLP
March 31, 2017
Seattle, WA
The annual 10-K filing is audited and contains the PCOAB auditors opinion letter. The SEC quarterly filings do not require audit (that is why they say unaudited) although a cursory review is performed by the auditors before the quarterlies are filed. The company is up to date with all it's filings and audits. The 2017 Annual audit is not due until 3/31/18.
Company files audited reports. Non-SEC compliant? Check last 10-K for auditor's information.
OTCQB Certification
b. The Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters, and such information has been posted either on the SEC’s EDGAR system or the OTC Disclosure & News Service, as applicable.
c. The Company Profile displayed on www.otcmarkets.com is current and complete as of March 7, 2018 and includes the total shares outstanding, authorized, and in the public float as of that date
Audits have been done and the company is in full compliance with it's reporting obligations.
Laugh while you can Billy. Marco isn't a dope.
And where do you get your information that management controls the assets of the Company? Why would they spend (very reluctantly I am told) over $200k of the Shareholder's money for a Shareholder's meeting if they already had a quorum to vote?
No dancing girls and open bar from what I saw. Based on the number of shareholders in the float I suspect it all went to regulatory people for mailings and the like. The financials should bear that out if true.
Your arguments are moldy and without merit.
I suggest you read the "current" filings.
CC
Two years ago was ancient history.
This Company was hit with a derivative lawsuit and it's stock was halted as a result of four knuckleheads who had no relationship with PHOT.
It wasn't right, and it wasn't fair. Life isn't fair.
This Company's shareholders were collateral damage resulting from a trigger-happy SEC.
CC
I was at the Shareholder's meeting and based on what I saw and heard, I'm willing to give MH the benefit of the doubt.
The Company is committed to turning this things around and the results of the last few quarters don't lie. I believe the third quarter should show a pattern of positive progress.
Say what you will about the past, the financials are audited and do not lie. Let the numbers do the talking and not just hearsay.
This Company survived a sh$#storm that was not of it's making. A lesser Company with timid management would have folded like a cheap tent. The past is the past. Why would they bother to climb out of the Grey's and then fight for another 18 months to get the 15c-211 filed.
I believe there's something here.
CC
Mugsy:
I too was at the meeting.
How many people, including PHOT staffers did you you count in attendance at the meeting yesterday?
:)
CC
VHGI 3Q12 Form 10-Q filed.
http://www.sec.gov/Archives/edgar/data/830741/000101054912001310/vhgi10q093012.htm
Company is now once again current with it's financials.
CC
VHGI 2Q12 Form 10-Q has been filed.
http://www.sec.gov/Archives/edgar/data/830741/000101054912001269/vhgi10q063012.htm
Detailed and accurate document with full disclosure.
Delay due to lack of continuity relating to management changes and also the tackling of various issues not adequately dealt with previously.
3Q12 Form 10-Q to follow.
CC
MMM:
While probably well intentioned, I believe your actions may be viewed as illegal if looked at by certain regulators.
Definition of 'Painting The Tape'
An illegal action by a group of market manipulators buying and/or selling a security among themselves to create artificial trading activity, which, when reported on the ticker tape, lures in unsuspecting investors as they perceive an unusual volume.
Investopedia explains 'Painting The Tape'
After causing a movement in the security, the manipulators hope to sell at a profit.
Read more: http://www.investopedia.com/terms/p/paintingthetape.asp#ixzz2D42kNlaK
Be careful.
CC
MMM:
If I buy more, you'll see a form 4.
Poetry.
CC
cayce:
You got it right!!
:)
CC
Dates are out because it is a PRE (Preliminary) 14c Information Statement.
I believe it becomes a final in 20 days. Then a DEF (Definitive) 14C information statement is issued. SEC may use this time to review and comment.
All shareholders are allowed to see the document (via EDGAR) although the majority of votes needed to pass the items discussed have aleady been secured according to the document.
Not an expert. Just my basic understanding.
CC
Information Statement is Out
http://www.sec.gov/Archives/edgar/data/830741/000101054912000818/vhgipre14c080312.htm
Friday, June 18, 2010
OTCBB vs. OTCQB... What You
Need To Know
A recent change to how SEC reporting issuers trade on the over-the-counter markets caused more than a little anxiety among those caught off guard. Until now, most small, fully-reporting issuers believed they were being listed exclusively on FINRA’s OTCBB®. However, unbeknownst to many OTC investors, there are many Fully-Reporting Issuers trading solely on what is commonly referred to as the “Pink Sheets”, owned and controlled by Pink OTC Markets, Inc. A restriction put in place in 2000, allowing only Fully-Reporting Issuers to trade on the OTCBB only reinforced this erroneous assumption, making it appear that they were the only OTC market where these securities could be quoted -- Not the case at all.
In fact, 98% of all FINRA licensed market makers place quotations on both the OTCBB AND on the Pink Sheet platform. Superior performance and functionality along with lower costs associated with Pink OTC versus the platform provided for OTCBB® trading by FINRA have further led many market makers to remove quotation of securities from the OTCBB platform, altogether, causing some 500 securities to be automatically "delisted" to the Pink Sheets even though they were current with their reporting obligations with the SEC under the Securities Exchange Act of 1934.
On April 5, 2010, Pink OTC created a new marketplace called the OTCQB, in an effort to assist investors in distinguishing Pink Sheet traded securities that are Fully Reporting Issuers from non-reporting issuers, while allowing recently delisted OTCBB® securities to get the
recognition that, while now trading solely on the Pink Sheets, are current with their obligations under the reporting requirements of the Exchange Act and are in good standing with the SEC with regards to these obligations.
This new OTCQB marketplace will ensure that investors know that Pink OTC has many Fully-Reporting Issuers approved for trading solely on the Pink OTC platform. In the future, as long as the issuer is listed with the Pink Sheets and is current in its reporting, it will be designated as an OTCQB security. If a company is late in its reporting requirements, it would be dropped to the designation of Pink Sheets –Current Information (see link below for Pink Sheet tier system). Once current again with the SEC, the Issuer will be moved immediately back to the OTCQB marketplace.
As an interesting side note, FINRA recently has been trying to dump the OTCBB. Seems they are tiring of keeping up with it, considering their main gig as a quasi governmental organization set up to monitor and regulate SEC licensed brokerage firms and representatives, and to maintain the entire NASDAQ system!
In short, it may take awhile for investors and Issuers to come to the conclusion there is no real difference between an OTCBB® listed security and a Fully Reporting Issuer trading on the Pink Sheets now under the OTCQB designation. The recent move by many market makers to pull quotes on the OTCBB® platform causing a mass delisting to the Pink Sheets may be a precursor to the end of the importance of being listed on the OTCBB®. As the old saying goes, will the last person to leave the OTCBB® turn out the lights!
For more information on listing your company’s securities on the OTCBB® and/or the OTCQBTM, please contact our firm at (918) 960-1215 or email us at info@GrowPublic.com
Pink OTC Market, Inc.
OTCQB Fact Sheet
Pink OTC Market Tier Breakdown
News Out @ 4:58 PM on 7/2. They got the extension till August 10 from Platinum. The canary isn't dead yet.
The only way I'm going to believe funding is completed is when I see an announcement from the Company.
Perhaps the Company is waiting for "the check to clear" before making the formal announcement. It could bounce. :)
My guess is that Mr. Haires' departure was a condition of closing and probably not related to the events of yesterday. But what do I know? I bought some of this stuff at much higher prices.
A positive close today may be an indication of good things to come in light of yesterdays news.
Dickey
1. Dickey was the president and chief executive officer of Equity Technologies & Resources, Inc. (“ETCR”) from, in or about August 1999 to in or about August 2002. Dickey, 61 years old, is a resident of Lexington, Kentucky.
2. Dickey participated in an offering of ETCR stock, a penny stock.
3. On December 6, 2002, Dickey pled guilty to one count of conspiracy to commit securities fraud in violation of Title 18 United States Code, Section 371 before the United States District Court for the Southern District of Florida, in United States v. Frank Dickey, Jr., et al., Criminal Indictment No. 02-60165-CR-DIMITROULEAS(s). On September 19, 2003, a judgment in the criminal case was entered against Dickey. Dickey was sentenced to a prison term of six months followed by three years of supervised release, including six months of home detention. Dickey was also assessed $100.
4. The count of the criminal indictment to which Dickey pled guilty alleged, inter alia, that Dickey and his co-defendants conspired to defraud a fictitious foreign mutual fund through paying undisclosed kickbacks to certain persons affiliated with the mutual fund in exchange for causing the mutual fund to purchase large amounts of overpriced ETCR stock.
I agree getting the closing done should make a world of difference. Back to $.50 in a heartbeat. If and when it happens.
I hate going in those "circles" you refer to but sometimes I guess you just can't "make" things happen when you're trying to borrow large sums of money. The man with the checkbook sings the song.
How many times can you hear the phrase "next week" before you start to wonder? Perhaps that's the cause of the selling. Or perhaps some impatient low basis holders who still make money at $.20. Seems to be some support there.
Guess I'll grab the shovel and a shoebox for that canary.
Guys....
Perhaps by now you're starting to see the difficulty in trying to operate a Company and at the same time pay the kind of outlandish borrowing rates that have been shown in the filings.
100%. Gimme a break. But it seems that its the best management can do at this point in time with the company and stock as it is.
Unless of course you know where the Company can borrow at a simple 20 or 30% APR or a smaller stock discount with less stock dilution. :) In this zero percent interest rate environment you'd think there would be some takers.
Sales are growing as shown in the filings and the company is turning over it's inventory.
I'm sure management would listen to any proposals anyone might have to reduce our borrowing costs.
If you have any ideas, I'm sure management is all ears.
Hallelujah !!! A believer!! :)
And the information is in there.
The ability or intention of the Company to repay the notes by the due date can probably be concluded by the cash on hand to pay them off. Get the picture?
According to the filings Asher has done nine notes with the Company has converted all the debt thus far to newly issued (dilutive) stock. The Company (RFNN) must, as a condition of the notes, reserve a certain number of free-trading shares with the transfer agent (the company that issues the certificates) as a condition of the note as when Asher converts, they get free-trading shares as the holding period for restricted stock is 6-months and the clock starts when they lend the money, not when they request conversion. Hense the 6-month maturity.
This type of financing to raise cash can be dangerous ( as delineated in the 10-K filing under Risk Factors). Hense the commonly referred to name "Death Spiral Financing".
Look at "Note #5 - Derivative and Liquidating Liabilities" section of the latest 10-Q and you will see the number of shares that Asher "could" convert into at the then (3/31) price of the stock with the discount they get at conversion for each note outstanding.
Look at the dates of conversion under "Note #6 - Equity Transactions" in the 3/31 10-Q and you will see the Notes entered into with Asher as well as the list of conversions and at what price. I believe Asher has a clause in their note that requires that they never own more than 4.99% of the Company stock at any one time so they dont have to file certain forms so they never convert huge chunks all at once. But when they have converted they appear to have sold rather quickly based on what I can gather by comparing the stock action to the dates of conversion. It appears (at least to me) that Asher has no desire to own a position in the stock.
Under "Note #7 - Subsequent Events" you can see three additional Asher conversions that occurred after the quarter close between 3/31 and 5/15.
There is "no limit" to the number of shares they can convert into. The higher the price the less shares. The lower the price, the more shares. Simply based on share price.
As per the terms of the Notes, the Company has the ability to pay off the notes at 150% of the principal amount means, that if a note was for $50K, it could be paid pay off for $75K (plus interest of course) at the 6-month due date. 100%+ interest. Nice huh?
As long as the stock keeps trading, the Company can sell securities to raise cash, but with the share price risk, the interest rate is very high.
Obviously the sooner the Company can get to "cash flow positive" the sooner it can control it's own destiny and stop taking "blood money".
One interesting thing to remember is that the Company has taken (by law) a certain amount of "Derivative and Liquidating Liabilities" in the event that they default on the Asher notes as shown in the liabilites section of tyhe balance sheet. As of 3/31 these Derivative and Liquidating Liabilities totalled $388,397.
If Asher converted all of their $170,500 Notes on 3/31, that liability would disappear and then show up as $388,397 of income. Strange rules but thats the way they are. The liability that the Company must carry is larger than the outstanding balance of the note itself. The derivative and liquidating liabilities carried on the books cause large swings in profit and loss. That's whay they are put down at the bottom of the P&L along with interest so you can get a truer picture of the "operating" gain or loss from operations without being skewed.
Cash flow positive and the Asher notes paid off means almost $400K hitting the bottom line as gain. I'm sure management is pedaling as fast as they can to get there.
:)
Of couse I understand. I'm a shareholder also. You gambled on the promise this technology. Technology changes every day. Look at those people who gambled on Facebook. My guess is she goes to $20.
As stated before, if investors don't even bother to try and read the filings(and stay current with their investment) and advise as to what you may not understand then not much can be done. Based on the posts here it is assumed everyone can read english. Any press release would simply be a rehash of items included in the filings and in the same language.
If someone can read plain english, they can read the filings on-line the moment (the second) they come out. Try. If an investor doesn't read or understand the filings, they shouldn't invest. Would you rather get your information from your dentist or a stock promotor?
Each filing also includes a section called "subsequent events" that details all things that happen right up until the date the report is filed. So the 3/31 10-Q had information events covered up until 5/15.
Read about the convertible notes. Read how when Asher converts their Notes to stock, the date they convert, the number of shares, and the subsequent action in the stock price. It's all in there. Each of the Asher notes is filed as an exhibit to the filings with all of the terms and conditions. Did you know that ASHER converts their notes into stock at a price of 60% of market and also gets 8% interest on their money? And they convert after only 6 months. Do the math. Read the filings. It's ALL in there. Watch the action.
I'm sure management understands investor frustration but understand management's as well. They've been at it for 7 years now and have millions of shares personally invested.
In investing, hind-sight is always 20-20. The best way to attempt to stay ahead of the curve and protect your investment is to do your due diligence, read the filings as they are the best source of information, and question management if there's some confusion or questions. If the filings aren't written in clear enough language for investors to understand, then management has a duty to clarify the explainations or rewrite the disclosure of information in a way EVERYONE can understand.
Glad the rhetoric has been toned down. But understand management is not going to "feed" investors simply because they are "hungry" for information. Especially after management feeds the investors a very expensive "banquet" of information every 90 days. Use the drive-thru (a.k.a. the filings via www.sec.gov) and pick-up the free lunch.
I'll make you a deal. I'll do my best to clarify things you may not understand (here)regarding the filings if you take the time to read them. But I cannot keep you "up to date" or engage in Company banter via any message board. That's not allowed. Hope you understand.
You get much more with sugar than you do with vinegar.
:)
CC
Shareholders' frustration is understood. I'll bet management has frustrations as well and they don't have a website to blog on. They can't. And if they did noone would listen because it's all about the shareprice when it comes to investors. Stock is up, all is well with the world and everyone has a smile on their face.
Of course PR/IR in important. It goes without saying and I'll bet management knows that. But the Company can't post any significant news solely on it's website without going through the legal/SEC process.
Advertising is a different story.
The Company spends a significant amount of money advertising in industry publications and trade magazines such as the GreenSheet to promote sales and potential customer awareness.
Here's a good place to look and there is a story about RedFin last month:
http://www.greensheet.com/emagazine.php?issue_number=120402&story_id=2995&search_string=RedFin&search_string2=
The quarterly and annual filings contain a "boatload" of information as required by the SEC. You should use it to your advantage. "Deciphering" is not required as they are writen in clear easy to read language.
Go there. Take a look. Here's the last 10-Q:
http://www.sec.gov/Archives/edgar/data/1100394/000119983512000333/redfin_03312012-10q.htm
I'll bet one of management's frustrations stems from hearing from shareholders who do not take the time to read the filings and simply bitch about the stock price. The answers are in the filings. Between auditing, legal, accounting, and preparation better than $100,000 a year is spent on putting out those filings for YOU THE SHAREHOLDERS. Do management a favor and at least try to read them. If there are parts you don't understand, ask, and I bet management will explain as there will be no NEW information given in an explanation.
It is acknowledged that the share price is "the best way" to determine the value of your investment. But it is not the only measure of managements' continued efforts to make the Company profitable.
Of course stock appreciation and shareholder value is the ultimate goal.
Another area where we have to agree to disagree is your assessment of the Company's ability and willingness to release information from time to time.
Press releases, no matter the content, typically require review by legal, and then REQUIRE Form 8-K SEC filings so that any release is made available to everyone (that darn Regulation FD) via EDGAR.
The process, while not very time consuming if it's been done before, does require significantly more than 5 minutes.
It also requires expeditures for internal company labor, legal, SEC EDGARization and filing fees. And we haven't even gotten to releasing it to the many newswires. You don't simply fax it to them and they put it up for free. No, no, no.
Depending on the number of locations you want the news release to hit, it costs cash. They don't do it for free. Everytime the company attempts to "open it's mouth", there are a significant amount of rules that must be complied with and fees that have to be paid. The life of a public company.
Not excuses. Facts.
Perhaps this might help you understand the hoops that the Company has to go through as well as the time and costs involved. It adds up quickly.