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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2013
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

 

NOTE 15– SUBSEQUENT EVENTS

 

On April 1, 2013 the Company added Eric Shevin as a member of its Board of Directors. Eric D. Shevin, Esq. (age 48) is a nationally recognized attorney, author and teacher specializing in matters related to marijuana including corporate, civil and criminal engagements across the United States. Mr. Shevin’s practice is based in Los Angeles, California where he is an instructor for the Los Angeles County Judiciary, teaching a course on medical marijuana laws. Mr. Shevin also provides instruction at the annual NACDL Advanced Criminal Law Seminar in Aspen, Colorado. He obtained his Juris Doctor from the University of San Diego in 1992 followed by a judicial clerkship with the Honorable Judge Bernard Revak of the San Diego Superior Court. Mr. Shevin obtained a Bachelors of Science degree from San Diego State University in 1989. Mr. Shevin has been recognized as a Southern California Super Lawyer for 2004, 2005, 2009 and 2012 and is a lifetime member of the Legal Committee for the National Organization for the Reform of Marijuana Laws.

 

On April 2, 2013, W-Net Fund I, LP converted $119,000 of principal related to it’s 6% Notes into 17,000,000 shares of the Company’s common stock at a conversion price of $0.007 per share.

 

On April 3, 2013, the Company signed a Letter of Intent with Strategic Global Investments (Pink Sheets:STBV) to build a comprehensive, multi-channel media network for the marijuana industry. Planning for the project has commenced over the past 30 days, and a letter of intent has been executed by GrowLife and Strategic Global Investments with formal documentation planned by 4/30/13 with a deposit to Strategic Global Investments for GrowLife Studios: San Diego, and the announcement of additional partners.

 

On April 3, 2013, the Company agreed to hire five (5) outside consultants to provide services in relation to the development of GrowLife Productions, Inc., a wholly-owned subsidiary of the Corporation. Per the terms of their respective consulting agreements with the Company, the Company will issue 2,125,000 shares of its common stock, in the aggregate, as payment in full to these five individuals.

 

On April 4, 2013, the Company signed a letter of intent to acquire Rocky Mountain Hydroponics, LLC., Evergreen Garden Center, LLC. and 58Hydro.com ("EGC") in a transaction that involves a combination of common stock, debt securities, and cash. The agreement between EGC and GrowLife, Inc. is expected to close no later than June 7, 2013 following the customary completion of definitive documents and due diligence. As part of the commitment between the companies, Mr. Hunt, who is currently the CEO of Evergreen and Rocky Mountain Hydro, is expected to join the Board of Directors for GrowLife, Inc. and assume the executive officer position of Executive Vice President and President of GrowLife Hydroponics, Inc.

 

On April 10, 2013, the Company agreed to expand the maximum number of its common stock that it can issue in relation to a Subscription Agreement dated December 2011. Under the original terms of the Subscription Agreement, the Company was authorized to sell/issue 50,000,000 shares of its common stock at a price of $0.035 per share. The amended Subscription Agreement now authorizes the Company to sell/issue 80,000,000 shares of its common stock at a price of $0.035 per share, which represents an additional 30,000,000 shares valued at $1,050,000 (30,000,000 x $0.035)

 

Effective April 12, 2013, Craig Ellins resigned as a member of the Board of Directors of GrowLife, Inc. Mr. Ellins was a member of the GrowLife, Inc. Board of Directors since March 9, 2011.

 

On April 16, 2013, W-Net I, LP purchased 1,000,000 shares of the Company’s common stock for $0.035 per share, with aggregate proceeds to the Company of $35,000.

 

 

On April 18, 2013, the Company’s Board of Directors voted unanimously to (a) change the name of its stock incentive plan from “Phototron Holdings 2011 Stock Incentive Plan” to “GrowLife 2011 Stock Incentive Plan”, and (b) increase the maximum number of shares which may be issued under the plan to 35,000,000.

 

On April 26, 2013, W-Net Fund I, LP converted $98,000 of principal related to the 6% convertible notes into 14,000,000 shares of the Company’s common stock at a conversion price of $0.007 per share.

 

On May 1, 2013, the Company entered into a Securities Purchase Agreement with Gemini Master Fund, Ltd. for the sale and purchase of an $280,000 of original issue discount secured 0% nonconvertible promissory note due October 31, 2013 and a common stock purchase warrant to purchase 5,000,000 shares of the Company’s common stock with an exercise price of $0.05 per share (collectively the “Private Placement”). At closing, the Company received gross proceeds of $250,000 for the Private Placement. The proceeds from the Private Placement will be used for general working capital purposes.