Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  WEINER DAVID
 2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2011		 3. Issuer Name and Ticker or Trading Symbol
PHOTOTRON HOLDINGS, INC. [PHOT.PK]
(Last)
(First)
(Middle)
12400 VENTURA BLVD.,, SUITE 327		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

STUDIO CITY, CA 91604		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 13,006,242
I
By W-Net Fund I, L.P. (1)
Common Stock 1,884,796
I
By 20259 Ventura Blvd., a California Limited Partnership (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock 10/12/2011 10/12/2016 Common Stock 1,748,954 $ 0.1 I By W-Net Fund I, L.P. (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEINER DAVID
12400 VENTURA BLVD.,
SUITE 327
STUDIO CITY, CA 91604		     X    

Signatures

/s/ David Weiner 12/29/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person is the manager of W-Net Fund GPI, LLC, the general partner of W-Net Fund I, L.P., and in such capacity has voting and investment control over the securities, and therefore may be deemed a beneficial owner of these securities. The reporting person disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest therein.
(2) The reporting person is the manager of 20259 Ventura Affiliates, LLC, the general partner of 20259 Ventura Blvd., a California Limited Partnership, and in such capacity has voting and investment control over the securities, and therefore may be deemed a beneficial owner of these securities. The reporting person disclaims beneficial ownership of the securities held indirectly, except to the extent of his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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