Sec Form 13D Filing - Scott Sterling C. filing for GROWLIFE INC PAR $0.0001 (PHOT) - 2014-12-29

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

(Name of Issuer)

Title of Class of Securities

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Footnotes:

(1) Excludes the Note, the Jordan Note, and the Andrew Note (as defined below). On 09-10-2014, Sterling Scott (“Sterling”) sold his entire interest in that certain 6% Senior Secured Convertible Note (“Note”) to Jordan Wedam Scott (“Jordan”) and Andrew J. Gentile (“Andrew”) in a private transaction for $413,680, which Note was originally issued by GrowLife, Inc. (“Company”) to Sterling on 04-05-2012. As of 09-10-2014, the Note and all accrued and unpaid interest on the Note was convertible into 68,247,565 shares of Company common stock. Jordan is Sterling’s independent adult son. As a result of that sale, the Note was split up so that in its place the Company issued to (i) Jordan a new 6% Senior Secured Convertible Note in the principal amount of $263,680 with the original issue date of 03-16-2013, amended 09-10-2014 (“Jordan Note”), and (ii) Andrew a new 6% Senior Secured Convertible Note in the principal amount of $150,000 with the original issue date of 03-16-2013, amended 09-10-2014 (“Andrew Note”). As a result of that transaction, Sterling holds -0- derivate securities in the Company.

(2) Following the transaction, Sterling Scott still beneficially owns 47,000,518 shares of common stock, of which Sterling Scott’s wife owns -0- shares, representing 5.3% of the outstanding stock of the Company.

This Schedule 13 D/A Amendment No. 8 (this “Schedule 13 D/A”) amends the following sections of the Schedule 13D and Amendment Nos. 1, 2, 3, 4, 5, 6 and 7 on Schedule 13 D/A filed with the Securities and Exchange Commission on October 23, 2012, July 3, 2014, September 12, 2014, and October 16, 2014 respectively (collectively, “Schedule 13 D”).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

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