Stock Purchase Agreement

On October 22, 2012, Phototron Holdings, Inc.'s (the "Company") wholly owned subsidiary Growlife Hydropoinics, Inc. ("Purchaser") completed the purchase of all of the shares (the "Shares") of Soja, Inc. dba Urban Garden Supplies (the "Urban Garden") from Richard Melograno, Michael Cook, and Scott Glass (collectively the "Sellers"). The effective date of the Stock Purchase Agreement was October 24, 2012 ("Agreement"). The Agreement included all of the assets and liabilities of Urban Garden which includes the inventory of the store located at 22516 Ventura Blvd., Woodland Hills, CA 91364 and various other assets. The Purchaser also assumed the liabilities of Urban Garden which was valued at $70,369.93. Our CEO Sterling Scott personally guaranteed this liability. In consideration for the Shares, the Company agreed to pay to the Sellers an aggregate of 3,906,250 shares of the Company's common stock which was valued at $50,000.

The foregoing summary of the Agreement is qualified in its entirety by reference to the actual agreement attached hereto as Exhibit 2.1.

Reference is made to the disclosure in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Reference is made to the disclosure in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

(d) Exhibits.

                2.1             Stock Purchase Agreement, dated October 24, 2012,
                                by and among Richard Melograno, Michael Cook,
                                Scott Glass and GrowLife Hydroponics, Inc.