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PHOT > SEC Filings for PHOT > Form 8-K/A on 23-Jan-2014All Recent SEC Filings

Show all filings for GROWLIFE, INC.

Form 8-K/A for GROWLIFE, INC.


23-Jan-2014

Completion of Acquisition or Disposition of Assets, Financial Statements and Exh


Item 2.01 Completion of Acquisition or Disposition of Assets.

This Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K of GrowLife, Inc. ("we," "us" or "our") filed on June 7, 2013 (the "Original 8-K") regarding the purchase of all of the membership interests of Rocky Mountain Hydroponics, LLC and Evergreen Garden Center, LLC pursuant to the terms of a Securities Purchase Agreement (the "Purchase Agreement") by and among the Company and its wholly-owned subsidiary, GrowLife Hydroponics, Inc., and Sequoia, LLC, Pressure Drop Holdings, LLC, and Sachin Karia (collectively the "Sellers").

As consideration for the Purchased Interests, the Company (1) paid to the Sellers in cash an aggregate of $550,000 on the closing date of the Acquisition,
(2) issued to the Sellers an aggregate of 7,857,143 shares of the Company's common stock (the "Shares"), and (3) issued to the Sellers 12% Senior Secured Convertible Promissory Notes in the aggregate principal amount of $800,000 (the "12% Notes").

The sole purpose of this Amendment is to provide the financial statements and pro forma information required by Item 9.01 of Form 8-K, which were excluded from the Original 8-K in reliance on paragraphs (a)(4) and (b)(2) of Item 9.01 of Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired. The financial statements required by this item are contained in Exhibit 99.1 to this Amendment and are incorporated herein by reference.

(b) Pro forma financial information. The pro forma financial information required by this item is contained in Exhibit 99.2 to this Amendment and is incorporated herein by reference.

(c) Shell company transactions. Not applicable.

(d) Exhibits.

99.1 Financial Statements of Rocky Mountain Hydroponics, LLC and Evergreen Garden Center, LLC
99.2 Pro Forma Financial Information of GrowLife, Inc.

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