GrowLife Inc (PHOT)

[janice shell]

The story of the Form 211--which the company mistakenly and repeatedly calls a "Form 15c2-11"--is strange. Obviously PHOT doesn't understand the terminology or the process.

And that means we're left wondering what really happened. FINRA's lack of clarity in the various Daily List entries didn't help, either. But now they've filed an S-1 in which they report the same nonsense. With luck, the Corp Fin reviewers will catch that. We won't be able to read their comment letters until after the S-1 is deemed effective, but the company will be filing amendments. So perhaps we'll finally get a correct explanation.

If I had to guess, I'd say the sponsoring MM tried and failed with FINRA. Maybe more than once. Last year, MIKP commented on a similar situation with frustration, saying FINRA kept asking for more and more documentation for the material presented in their own 211. In the end, their MM told them it obviously wasn't going anywhere, and suggested they just give it up. They did so, and then voluntarily deregistered their stock.

Perhaps PHOT's MM offered an alternative: that the company's stock could trade on an unsolicited basis. Evidently all that needs to be done is for the MM to file a very simple form with OTCMarkets:

https://www.otcquote.com/content/doc/unsolicited-quote-form.pdf

As you can see, OTCMarkets won't necessarily agree to allow unsolicited quotation. Once upon a time, many--even most, if my recollection is right--formerly suspended stocks traded unsolicited. Then in early 2006, OTCMarkets (or Pink Sheets, as it was called) revised their policy:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=9613615

Thereafter, trading on an unsolicited basis became rare, especially for formerly suspended issuers.