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Replies to post #138891 on Blum Holdings Inc (BLMH)
10/04/15 5:31 PM
10/04/15 6:44 PM
Dear Mr. Peterson:
We have limited our review of your filing to those issues we have addressed in our 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 by amending your
filing and providing the requested information.
Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we
may have additional comments.
1.
We note your response to prior comment 1. Please also provide a similar analysis for your webpage at http://www.growopltd.com/pages/Investors.html which is found by clicking on the “Invest” header from the home page for that website and which indicates the following, followed by contact information for your investor
relations department: GrowOp Technology Ltd is literally a Growing Opportunity! We have many
opportunities available for investors and strategic partners.
Service and Program, page 4
2. We note the disclosure you have added in response to prior comment 2. Please also revise this section, and your related risk factors, to specifically disclose that the business activities of your customers are illegal under the Federal Controlled Substances Act even though such activities may be permissible under state law.
3.
We note your response to prior comment 4 but continue to see references to a “Fortune 500” company on page 4 of your 8-K/A and pages 7 of Exhibits 99.1 and 99.3. Please advise or revise as appropriate. Management’s Discussion and Analysis of Financial C
ondition and Results of Operations, page 12
Results of Operations, page 13
4.
We note your response to prior comment 5 and the revisions made to include a comparative analysis for the year ended December 31, 2011. In that regard, we note selling, general and administrative expenses for the year ended December 31, 2011 increased 798% as compared to the prior year, which has been primarily attributed to shares issued for services to outside consultants during the fourth quarter of 2011. Please expand your discussion to identify the underlying causes that contributed to this material change.
Our products are utilized by a Fortune 500 company companies, horticulture enthusiasts, local urban farmers, and green house growers. The emerging trend of urban and indoor agriculture has fostered an entrepreneurial push by companies to bring their concept to market. Many of these companies lack the both the intellectual resources and manufacturing capabilities to bring their idea to fruition. That is where Terra Tech is positioned. We have the team and the resources to help bring indoor cultivation designs from concept to production. Our products can be found through specialty retailers throughout the United States.
Organization
GrowOp Technology Ltd. “GrowOp” was incorporated in the State of Nevada on March 16, 2010 and is located in California. GrowOp is a manufacturer of indoor farming by integrating the best of breed hydroponic equipment with proprietary technology to create sustainable solutions for the cultivation of indoor agriculture. The products are utilized by Fortune 500 companies, horticulture enthusiasts, local urban farmers and green house growers. The products can be purchased through specialty retailers throughout the United States and Europe. GrowOp’s principal source of revenue is from sales of its hydroponic equipment.
However, the Company has incurred net losses for the year ended December 31, 2011 and for the period of inception, March 16, 2010 to December 31, 2010 and has accumulated a deficit of approximately $4.7 million at December 31, 2011.
The Company incurred net losses for the six months ended June 30, 2012 and has accumulated a deficit of $3,216,598 at June 30, 2012. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has never reported Net Income.
Dear Mr. Peterson:
We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or 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. 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 rules require.
Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2015.
There were no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
AI
