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Out with Sterling, in with Mark. (?????)
Yeh, ouch. You really didn't buy in at .70 did you? Never buy anything immediately after a large unexplainable spike such as the ".777". But you know that now if not before. Mistakes are for learning. I hope you didn't buy in too much at .70.
This whole thing is really starting to PMOff. All the $ people lost when they were not at any fault. Thanks SEC for punishing so many people so badly for PHOTS misdoings. Could't you have come up with a way to punish THEM and leave innocent stock holders out of it? I wish somebody could calculate how much $ innocent people lost. Think of all the capital gains taxes that you STOLE from our wonderful, intelligent government.
Because they are all GUESSES. Nobody has a 'crystal ball', and nobody can tell you where it will be trading now or ever. MOST stocks go to grays because they are scams. I don't know what the SEC's reasoning was here. But I DO know Phot is NOT a scam company. They actually do make products and you can buy any one of them right now if you want to (I bought a "phototron" in the late 80's). Therefore the Co. is not a scam. Stocks that go to gray can come back if they are not scams and have the competency to 'dig their way out of the hole they are in'. THAT is the big question that we will have to wait to see if they can come back. I wouldn't buy any more then you can afford to lose without being in financial difficulty as with any investment. But more care should be taken with someone on the grays. I'm not judging them.
Dude, 1,200? Tax write offs? There are people out there with 1 - 2 hundred times that easily. I was in @ .05. WAS up 1000%. Sold Friday (80% anyway) @ a .21 average. So I lost about 700% of the profits I HAD taken. Left with 300% of original investment. But Lost A LOAD ("my Mercedes") of profit money (a REAL BIG LOT). You are fortunate my friend no matter what happens compared to a lot of people who got caught up in the middle of this MESS at no fault of their own, besides maybe we were a little greedy when dealing with a 'OTC Pinky'. WISH I SOLD AT .777!!!!!!
Yes, Ole' Vape is 'on fire'. I sold mine a few weeks ago thank God. It's a footrace to see who goes out first! Vape or Phot? They're both going down like an avalanche. Vape has about a week left before they are well below $1 (Back to "People String" pps's). They were best at 'stringing people along' (I think that was their business model as well as their name)! Phot, I hope not, but I see it going under .05 within the same period of time. How do they go up!
IMO "2.0" is a PR ploy mimicking Apple w/ their I Phones. Trying to stir up excitement when there really isn't one reason, besides what "Sterling says". If "2.0" could knock off "20.0" MIL of the debt they rolled up, I'd say the give em a chance. I think it's PR hype unfortunately. Don't get me wrong. Even though I dumped about 80% Friday at a 300% gain I WAS up close to 1,000%. 'THAT STINGS' my bottom line on my whole portfolio more then I like too see. Yes I still have 20% left at .05. It will have to go extremely well in order to get me back up even close to where I was on this baby. A little more then a "we're rolling out 2.0" PR blurb.
Well, there goes my Mercedes! Although I did walk away w/over a 300% profit. I even kept 2K in just for laughs. "GO PHOT" - "GO TEXANS" (Worst NFL team FYI)
Hope nobody go killed too badly, really do. I'm steering clear of OTC's for some time anyways. They are there for a reason. Not by chance. I have learned my lesson.
Hey, MAYBE I'll try to get in touch if things turn sour. I MIGHT let mine go @ .15. In @ .05. I'm up almost 1,000% with it now. BUT 300% is better then losing $
They (Fidelity) told me (a senior advisor) a couple days ago that if there is no ask or bid it would have to be called in as the system wont recognize it without that information. Grays don't have ask or bid I have learned. I have learned a lot in past 10 days here. Quite the experience. I hope everyone including myself don't lose too much. I have already started "plan B" with REAL stocks that offer 5%+ dividends, plus all are doing well. I have held two of them (decent amt. $) for a couple yrs. I picked up two more in past two weeks. Eventually this will make up for any loses incurred w/ PHOT. Although I got in pretty big at .05, so I should do allright I guess. GLTA
They make a small amount of money for an established business such as they "In the front seat". Unfortunately "the rear windows are open" and 10 times what they are making is flying out the rear window. Their car is extremely faulty!! Revenue for '13' was 4.85 mln. But somehow the Co. LOST 22 - 23 million in same time period. I'm sure this sounds like a broken record by know but some still think Phot is a $ machine or something for some reason.
This sums up all questions and contradicts Sterlings ' we're still trying to figure out why' message to shareholders from 4/24.
Unless of coarse it is faked or something.
SEC questions that possibly led to the HALT
Via E-mail
Sterling Scott
Chief Executive Officer
GrowLife, Inc.
20301 Ventura Blvd; Suite 126
Woodland Hills, CA 91364
Re: GrowLife, Inc
Form 10-K for the Year Ended December 31, 2012
Filed April 1, 2013
Form 8-K Filed June 10, 2013
File No. 0-50385
Dear Mr. Scott:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for the Year Ended December 31, 2012
Forward-Looking Statements, page 3
1. We note disclosure that certain statements are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These safe harbor provisions do not apply to statements made by
penny stock issuers. In future filings, please remove the reference to the safe harbor
provisions for the Private Securities Litigation Reform Act of 1995, as you appear to be
an issuer of penny stock. See Section 27A(b)(1)(C) of the Securities Act, as amended
and Section 21E(b)(1)(C) of the Exchange Act, as amended.
Sterling Scott
GrowLife, Inc.
December 23, 2013
Page 2
Business, page 7
2. With a view towards future disclosure, please tell us what “expendables” are.
3. With a view towards future disclosure, please describe the sourcing of your products. For
instance, do you manufacture these products in house and/or buy from third party
suppliers? Describe contractual arrangements with third parties and file all material
agreements as exhibits.
4. With a view towards future disclosure, please tell us the target markets served by your
new newly acquired subsidiaries.
5. With a view towards future disclosure, please tell us the percentage of revenue generated
by each of your products and brands.
Competition, page 9
6. With a view towards future disclosure, please give us a better idea of your competitive
position within your industry as well as the competitive landscape. For instance, what is
your size relative to other companies?
Intellectual Property and Proprietary Rights, page 9
7. In future filings please describe your trademarks, disclose their duration, and indicate in
this section, as applicable, that they serve as collateral for your debt. See Item
101(h)(4)(vii) of Regulation S-K.
Sales of Unregistered Securities, page 17
8. With a view towards future disclosure, please provide the information required by Item
701 of Regulation S-K for the private placement of 50,000,000 common shares. Further,
please clarify whether this offering has been completed. We note that you “entered into
an offering.” Additionally, for each transaction described, please state briefly the facts
relied upon to make the exemption from registration available. We note the final catchall
paragraph in this section.
9. With a view towards future disclosure, please tell us what consideration was paid for the
July 12, 2012 sale.
Sterling Scott
GrowLife, Inc.
December 23, 2013
Page 3
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 19
Overview, page 19
10. In future filings, please reconcile the subsidiaries listed in your 10-K and those listed in
exhibit 21.1. You mention SGT, Phototron, and Greners here, in Note 1 to the financial
statements you list SGT, Growlife Hydroponics, Urban Garden, Phototron, and Greners
and in exhibit 21.1 Phototron, Inc., SG Technologies Corp, Growlife Hydroponics, Inc.,
Business Bloom Inc., & Soja, Inc. With a view toward future disclosure, please list all of
your subsidiaries, provide an organization chart and, in future filings, revise exhibit 21.1
as applicable.
Item 10. Directors, Executive Officers and Corporate Governance, page 49
11. In future filings, please include the business experience of each director and named
executive officer during the past five years, including the dates of their employment and
the name of any corporation or other organization in which such employment was carried
on. See Item 401(e) of Regulation S-K.
12. We note the same disclosure for Messrs. Scott, Kurilko and Manns: “ . . . past
experience, qualifications, attributes and skills led to the conclusion that [named
executive officer or director] should serve on our Board in light of our proposed business
and structure.” In future filings, for each officer and director, please revise your
disclosure to briefly discuss the specific experience, qualifications, attributes or skills that
led to the conclusion that such person should serve as a director. See Item 401(e) of
Regulation S-K.
Item 11. Executive Compensation, page 53
Summary Compensation Table, page 53
13. We note disclosure of option awards made to your named executive officers. In future
filings, please include a footnote disclosing all assumptions made in the valuation of the
option awards by reference to a discussion of those assumptions in your financial
statements, footnotes to the financial statements, or discussion in the Management's
Discussion and Analysis. See Instruction 1 to Item 402(n)(2)(vi) of Regulation S-K.
14. We note disclosure in the “All Other Compensation” column of shares of common stock
awarded to your named executive officers. In future filings, please include the awards of
stock in your “Stock Awards” column pursuant to Item 402(n)(2)(v) of Regulation S-K
and please clarify in footnote disclosure that the aggregate grant date fair value of stock
and option awards were computed in accordance with FASB ASC Topic 718.
Sterling Scott
GrowLife, Inc.
December 23, 2013
Page 4
Outstanding Equity Awards at Fiscal Year-End, page 54
15. We note disclosure that none of your executive officers exercised any options. We also
note disclosure on page 53 that you awarded options to your named executive officers. In
future filings, please revise to include information required by Item 402(p) of Regulation
S-K.
Signatures, page 60
16. We note your reference to the Securities Exchange Act of “1933.” In future filings,
please refer to the Securities Exchange Act of “1934.” See the Signature section of the
Form 10-K instructions.
Form 8-K Filed June 10, 2013
17. It does not appear that you have amended this Form 8-K to provide the required financial
statements and pro forma information for your acquisition of Rocky Mountain
Hydroponics, LLC and Evergreen Garden Center, LLC. Please refer to Rules 8-04 and 8-
05 of Regulation S-X. Please either tell us where you have provided this information or
advise us when it will be provided in an amended Form 8-K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
? the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
? staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
? the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Sterling Scott
GrowLife, Inc.
December 23, 2013
Page 5
You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or me at (202)
551-3768 if you have questions regarding comments on the financial statements and related
matters. Please contact Sherry Haywood, Staff Attorney, at (202) 551-3345 or Craig Slivka,
Special Counsel, at (202) 551-3729 with any other questions.
Sincerely,
/s/ John Cash
John Cash
Accounting Branch Chief Less
Sentiment: Hold
Post 84296 blows this letter up. If it was real, it explained IN DETAIL what questions SEC had for Mr.Scott and Phot. There is so much there it is crazy for Sterling to put out a statement saying 'we don't really have any idea what SEC is looking for, and are working closely with them to insure future compliance and transparency' - HUH! They should read this request for responses to a 'bazillion' question SEC had for Phot in regard to their past filings amoung numerous other ?'s. PLEASE READ POST # 84296 (I hope I got the # right).
Reason for trying to cause panic is so (he/she hopes) that people (LOTS) will 'panic sell' at anything they can get therefore increasing his/her odds of buying in LARGE at the lowest low pps possible, manipulated by panic selling of which he speaks and seems to be encouraging. OR I may be 100% wrong. (?)
Phot has ad no ticker since 4/9. Perhaps that was there on the 9th. Check it, it will say "prev. close date 4/9".
In the "promised land" of their imaginations.
Phone # please? That would be helpful if one is known. If it isn't it must be a rumor . Where did this information come from?
I think most everybody has known this since 4/9 when the statement you posted was first put out. That's what we've been discussing for almost two weeks.
No.
That would be sweet if we get .20 - .40. Not likely 'right off the bat', (nor in the future IMO). But hope is a good thing.
Yeh, "go Phot". Keep making that $$$. If they hadn't lost 22 million $ in 2013. Their 'revenue' of 4 mil $ or whatever? I made about 12% of that while sleeping in same period.
I suppose, if anyone wants to snap up a company that is 22 mil $ in the red, and wants to assume all their pending (maybe) legal problems. Yes If the were really loony tunes I suppose so. Only in America!!!!
They BETTER do something before Fri. Morning. Like get SEC to remove the suspension. In order for that to happen Phot / SEC. would have to clear up or explain what the problem is. It doesn't seem like they are too interested in doing ANYTHING at this point. I'm starting to think it's not going to be rectified by 4/24 @ 11:59. Therefor no trading for us. Unless they come up with a last minute game saver.
I called my broker (F-----y), he asked his 'super' to be sure. He said if there is a ticker it will trade on line. BUT if there is no ask/bid you have to call as they have to "call down to the floor" as if you try online system wont recognize it. Great news - NOT
"Full Refunds"?? Do I need my receipt?! Where do I get mine the service counter at my friendly local Phot store? Huh? Weird one!
If lawsuit is "pending" it wouldn't show up on a court docket yet. Right? Like a court waits until you get arrested, not just being investigated or you 'arrest is pending' (ie : search warrant has been approved) before your case is put on "the docket"
Oh God. ALL we need is a merge with good ol' Vape at this point. Then we could be SUPER SHADY. Please NOOOO. I doubt it would be allowed to go through. One totally highly overvalued 'do nothing' Co. (I would LOVE to see their p/e ratio!) and one that is way better then losing $ then making it and running off with their stockholders and supporters $ and trust. Yes that would be a very bad day for all.
My current value still shows as well as amount made since purchase, % of original investment (close to 1,000%) and original investment. Only difference is it doesn't show ticker symbol for G.Life (Phot). Only a #. This should go back to normal the 25th I hope!! I guess anything could happen. But for mine and everyone else's sake who is invested in this mess I HOPE it will work out at least SOMEWHAT reasonably. It's Easter (and yes, 4/20) say a prayer!!
They did make a small amount of $ for a real company, but lost about 9 times what they made which is real bad, by any standard, even '420' standards!! Gross revenue - 3.85 mil. Net loss - 21 - 22 mil for same period (GOOD?)
That's the answer I was looking for!!! (if the selling pps will be shown)or if you had to dig around and jump through hoops to find current pps. TNX.
When Phot opens on the 25th, will it (pps) show up. Or will you have to try to execute a trade and find out at that time what the current pps is? And if you don't like what you see cancel it and keep trying until you see a pps your willing to sell at. This probably sounds really stupid at this point, but I really don't know how it will work when it opens. Anyone who could LMK how it will work I would truly appreciate it - Please!!
Is this how it will trade most likely 0n 25TH? :
First "15 min." will be a 'sellathon' for whatever they can get. Most likely not over .05. THEN the brave speculators will begin to jump in and buy up these shares sold cheap, theoreticly bringing the pps up?? Then is the time to see where it's at. If no upward movement in 1/2 hour or so after 'first 15' would be a signal to sell at least a large majority of your holdings? to at least get back your initial investment (in my case 16,000 @ .05)
This sound correct to anybody?
Is this how it will trade most likely 0n 25TH? :
First "15 min." will be a 'sellathon' for whatever they can get. Most likely not over .05. THEN the brave speculators will begin to jump in and buy up these shares sold cheap, theoreticly bringing the pps up?? Then is the time to see where it's at. If no upward movement in 1/2 hour or so after 'first 15' would be a signal to sell at least a large majority of your holdings? to at least get back your initial investment (in my case 16,000 @ .05)
This sound correct to anybody?
1) Martha Stewarts stock wasn't suspended by the SEC.
2) Phot "is still making money", but I could probably make more coordinating a large aluminum can drive in a week then they make in the same time period according to their numbers.
3) Phot "was hitting the ground running" prior to SEC suspension"
If you consider 3 - 4 mil $ yearly revenue with net losses of 21 - 22 Mil $ hitting the ground running, it's running backwards. Okkee Dokkee
When officers and directors sell massive amounts of stock where does the money come from? The company, while 'scoring' around 4 mil in revenue for the year they also LOST almost 22 million! Seems hard to do, but what do I know! So are these stock sales totaling in well over a million (several, not sure)based on collateral or something? As there balance sheet was about 22 million in the red? How do you get that far into the red if your revenue is so low? I understand they did a lot of acquisitions, but their losses seem excessive. Unreported stock sales? What??
"The company's annual report for 2013 was due yesterday, but didn't come out. This fact in and of itself should be a clear enough warning for investors."
I did not write this, a brokerage firm did today ("Dire warning")
I DID state earlier today that they are seemingly w/out explanation ignoring an SEC order to produce the K10 for 2013 prior to YESTERDAY. As I did, I would advise anyone holding this to bail in the next six minutes (EST) - before market close!!!! Don't let what happened to Phot happen to you. Two in two weeks would be a tuff hit on anyone. Why would CBIS ignore SEC order in the face of what just happened at Phot??? Amazing.
Yeh, maybe if they don't get suspended for ignoring SEC's order to produce their 2013 form 10K in 15 calendar days from 03/31/14 when they filed form stating they couldn't file in timely manor. Am I missing something here? They can't be THAT ignorant.
CBIS didn't file their 2013 year end 10k form, but a form that says they couldn't produce one without undue financial or other considerations. They were given 15 CALENDER DAYS to submit the report per S.E.C. . By my calendar 15 "calendar" (not business) days from 03/31/14 was yesterday. SOOO of coarse more great management and accounting practices from a MJ Co. caused me to sell my 20,000 shares that I was 'in at'.03/. Sweet, good work guys, stop testing your products at work!!!. (Oh that's right you don't have any). You could have at least posted a statement on why you weren't going to bother following an SEC order to file within 15 cal. days if not actually producing it as ordered to. Haven't you heard about (PHOT) and their problems. At least I made SOME $ on cbis while I guess I'm most likely going to lose out on all my gains from 20,000 shares of Phot in at .04. WTF????
Anyone know what's going on today? My Fidelity portfolio shows Growlife listed back under "Phot". When you go in and look at it it says they are listed on "OTC Pink Sheets". And the value is still all there. It even has it down '.02something' BUT the chart says "there is no symbol for this" and the is nothing on the chart. I went in and tried to sell and it still says you can not trade this. Has there been a change? I do see scattered posts about peoples accounts showing changes for Phot ticker by different brokerages.
These were borrowed from a market watch post board tonight.
Vapor Hub International Inc (OTCMKTS:VHUB) Affected by Panic Selling.
PHOT Suspended by SEC – Sell Your Marijuana Stocks (While You Still Can).
Terra Tech Corp. (OTCMKTS:TRTC) Slips as Pot Sector Tumbles.
This could certainly be considered "stock manipulation" in my opinion. Brought to you by the sec's actions against a private equity's stockholders. (aka stealing $ from innocent stockholders for others possible misdoings). Lock out any Phot employee or 'director' from their dump and runs and leave the privately held shareholders out of it!
These 'directors' (consultants?) were compensated with shares, not cash. I assume at the time the share price could have been .02 or thereabout. Now they cash it in (right before taxes are due by the way). So how does the SEC who are there to "protect shareholders" among other duties screw all the SHAREHOLDERS out of their $! If somebody did something wrong, Freeze their assets, take their property whatever and put it back 'into the pot' (no pun intended). But don't brow beat and steal average shareholders $. They did nothing wrong and shouldn't be punished for the action of a few people if they in fact violated any laws.