GrowLife Inc (PHOT)

[TEXASOIL]

Alan: I would imagine that one of the chief criticisms you get would be the rise in the share-count. I am not going to call it "dilution"! Tell us how you and your team think about the trade-offs when you are making acquisitions. Also, how much stock do you own? What about insiders overall? Are there any lock-up expirations in the next few months?

Sterling: My wife and I are deeply vested in GrowLife and have just over 124,000,000 shares in GrowLife , inclusive of some founder round debt that is in your totals above but has not yet been converted to common stock. All but a small number of these shares came from investments that I have made in the company or in SG Technology, Inc., which GrowLife acquired when I joined the company as CEO and Chairman. This is not a small commitment for us. All of the senior management team and many of our almost 30 full time employees are shareholders.

It is a continuing challenge for us to respect the very short term perspective of some investors in our company as it regards to share count, and at the same time exercise the vision and the discipline to grow the Company to the scale that all of our shareholders will understand. We are not by any means indifferent to "dilution" as it affects large and small shareholder equally. I can tell you that we are dedicated to striking the right balance, as we understanding that balance in our fast changing market conditions, so as to minimize share issuance while we maximize GrowLife's development in our very exciting industry. I must add that we do not believe that the acquisitions we have done would be available to us a year from now, and certainly not at the same price point.