UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No.1)
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☒
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the quarterly period ended September 30, 2016
OR
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☐
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the transition period from _______ to _______
Commission file number 000-50385
GrowLife, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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90-0821083
(I.R.S.
Employer Identification No.)
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5400 Carillon Point
Kirkland, WA 98033
(Address
of principal executive offices and zip code)
(866) 781-5559
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Indicate
by check mark whether the registrant is a shell company (as defined
by Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
As of
November 14, 2016 there were
1,554,495,957 shares of the issuer’s common stock, $0.0001
par value per share, outstanding.
Explanatory Note
The purpose of the
Amendment No. 1 on Form 10–Q/A to Growlife, Inc. quarterly
report of Form 10–Q for the quarter ended September 30, 2016,
filed with the Securities and Exchange Commission on November 14,
2016 (the “Form 10–Q”), is solely to furnish
Exhibit 101 to the Form 10–Q in accordance with Rule 405 of
Regulation S–T.
No other changes
have been made to the Form 10–Q. This Amendment No. 1 speaks
as of the original filing date of the Form 10–Q, does not
reflect events that may have occurred subsequent to the original
filing date and does not modify or update in any way disclosures
made in the original Form 10–Q.
Pursuant to rule
406T of Regulation S–T, the interactive data files on Exhibit
101 hereto are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, as amended, are deemed not filed for purposes of
Section 18 of the Securities Act of 1934, as amended, and otherwise
are not subject to liability under those
sections.
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
The exhibits required to be filed herewith by Item 601 of
Regulation S-K, as described in the following index of exhibits,
are attached hereto unless otherwise indicated as being
incorporated by reference, as follows:
(a)
Exhibits
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Exhibit
No.
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Description
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10.1
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Exchange Agreement
dated August 17, 2016, entered into by and between GrowLife, Inc.
and Chicago Venture Partners, L.P. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on August 30, 2016,
and hereby incorporated by reference.
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10.2
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Debt Purchase
Agreement dated August 15, 2016, entered into by and between
GrowLife, Inc., TCA Global Credit Master Fund, LP and Chicago
Venture Partners, L.P. Filed as an exhibit to the Company’s
Form 8-K and filed with the SEC on August 30, 2016, and hereby
incorporated by reference.
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10.3
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First Amendment to
Debt Purchase Agreement dated August 15, 2016, entered into by and
between GrowLife, Inc., TCA Global Credit Master Fund, LP and Old
Main Capital, LLC. Filed as an exhibit to
the Company’s Form 8-K and filed with the SEC on August 30,
2016, and hereby incorporated by reference.
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16.1
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Letter dated July
14, 2016 from PMB Helin Donovan LLP. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC
on July 14, 2016, and hereby incorporated by
reference.
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31.1
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Rule
13a-14(a)/15d-14(a) Certification of Principal Executive
Officer.
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31.2
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Rule
13a-14(a)/15d-14(a) Certification of Principal Financial
Officer.
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32.1
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Section 906
Certifications.
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32.2
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Section 906
Certifications.
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101
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Interactive data
files pursuant to Rule 405 of Regulation S-T. Pursuant to Rule 406T
of Regulation S-T, these interactive data files are deemed not
filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933 or
Section 18 of the Securities Exchange Act of 1934 and otherwise are
not subject to liability.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GROWLIFE, INC.
(Registrant)
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Date: November 15, 2016
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By:
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/s/ Marco Hegyi
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Marco Hegyi
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Chief Executive Officer and Chairman of the Board
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(Principal Executive Officer)
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Date: November 15, 2016
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By:
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/s/ Mark Scott
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Mark Scott
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Consulting Chief Financial Officer
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(Principal Financial and Accounting Officer)
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