UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No.1)





☒ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(FEE REQUIRED)





For the fiscal year ended December 31, 2017





☐TRANSACTION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)





For the transaction period from ________ to ________





Commission file number 000-50385








GrowLife, Inc.


(Exact
name of registrant as specified in its charter)





Delaware
(State
or other jurisdiction of
incorporation
or organization)
90-0821083
(I.R.S.
Employer Identification No.)





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 pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter)
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,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule
12b-2





Large accelerated filer
☐
Accelerated filer
☐Non-accelerated
filer
☐ (Do not check if a smaller reporting
company)
Smaller reporting company
☒Emerging
growth company
☐





If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.☐





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act).   Yes ☐ No ☒





As of June 30, 2017 (the last business day of our most recently
completed second fiscal quarter), based upon the last reported
trade on that date, the aggregate market value of the voting and
non-voting common equity held by non-affiliates (for this purpose,
all outstanding and issued common stock minus stock held by the
officers, directors and known holders of 10% or more of the
Company’s common stock) was $14,662,328.





The number of shares of common stock, $.0001 par value, issued and
outstanding as of March 28, 2018: 2,913,559,657 shares.














Explanatory
Note





This Amendment No.
1 to Form 10-K (this “Amendment”) amends the Annual
Report on Form 10-K for the fiscal year ended December 31, 2017
originally filed on March 28, 2018 (the “Original
Filing”) by GrowLife, Inc. (the “Company”). The
Company is filing this Amendment to correct the Auditor's Report
not being in compliance with AS 3101, The Auditor’s Report on an Audit of
Financial Statements When the Auditor Expresses an Unqualified
Opinion, included in the Original
Filing.





Except as described
above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the date of the Original
Filing, the Company has not updated the disclosures contained
therein to reflect any events which occurred at a date subsequent
to the filing of the Original Filing.



























































Report of Independent Registered Public Accounting
Firm








The Board of Directors and Shareholders


GrowLife, Inc.


Opinion on the Financial Statements








We
have audited the accompanying consolidated balance sheets of
GrowLife, Inc. as of December 31, 2017 and 2016, and the related
consolidated statements of operations, stockholders’ deficit,
and cash flows for each of the two years in the period ended
December 31, 2017 and the related notes (collectively referred to
as the ‘financial statements’). In our opinion, the
financial statements referred to above present fairly, in all
material respects, the consolidated financial position of GrowLife,
Inc. at December 31, 2017 and 2016, and the consolidated results of
its operations and its cash flows for each of the two years in the
period ended December 31, 2017, in conformity with U.S. generally
accepted accounting principles.





Basis for Opinion





These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the
PCAOB.





We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.





The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. 
As discussed in Note 2 to the consolidated financial statements,
the Company has sustained a net loss from operations and has an
accumulated deficit since inception.  These factors raise
substantial doubt about the Company’s ability to continue as
a going concern.  Management’s plans in this regard are
also described in Note 2.





The
consolidated financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.











SD Mayer & Associates, LLP


We
have served as the Company’s auditor since
2016


Seattle,
Washington


March
28, 2018











SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, GrowLife, Inc. (the "Registrant")
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





GROWLIFE, INC.Date: July 9, 2018
By:
/s/ Marco HegyiMarco HegyiChief Executive Officer and Director
(Principal Executive Officer)By:
/s/ Mark E. ScottMark ScottChief Financial Officer, Director and Secretary
(Principal Financial and Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:





SIGNATURES

TITLE

DATE/s/ Marco Hegyi

Chief Executive Officer and Director

July 9, 2018Marco Hegyi

(Principal Executive Officer)/s/ Mark E. Scott

Chief Financial Officer, Director and Secretary

July 9, 2018Mark E. Scott

(Principal Financial/Accounting Officer)/s/ Michael E. Fasci

Director

July 9, 2018Michael
E. Fasci





/s/ Katherine McLain

Director

July 9, 2018Katherine
McLain





/s/ Thom Kozik

Director

July 9, 2018Thom
Kozik








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