Lawsuit should be about the GIFT program.

Probably a Breech of Contract Suit........


WOODLAND HILLS, Calif. , Nov. 21, 2013 /PRNewswire/ -- GrowLife, Inc. (OTCBB: PHOT), a diversified company operating in the legal cannabis industry which develops, markets and deploys products and services addressing the needs of legal cannabis growing and retail operations, including hydroponic growing equipment and retail support software, is pleased to announce that the Company, through a Joint Venture (JV) has received a commitment to receive up to $40,000,000 to be used primarily on acquisitions, GrowLife Infrastructure Funding and Technology program (GIFT), and other expansion initiatives.

The GIFT program allows fully-licensed and compliant growers and dispensaries in well regulated cannabis markets including locations in WA, CO, MA, NV, IL, AZ, OR, CT and Canada to spread the cost of infrastructure builds over time.  More on GIFT here http://yhoo.it/1fzRcaV

"This financing arrangement created through a Joint Venture with Nevada based CANX USA LLC (CANX) strengthens our ability to assist growers already active in the legal cannabis arena with rapid expansion ahead of what we anticipate will be a flood of corporate interest in growing," stated Sterling Scott , CEO, GrowLife Inc. "And it also firmly launches GrowLife into a vertical with a much higher ceiling of opportunity."

"It is with abundant gratitude that we acknowledge the relationships and insights of GrowLife's Director of Business Development, Randy Breitman , in engineering the engagement of the CANX team of business professionals with GrowLife in the emerging legal cannabis industry, and in achieving an unprecedented commitment of capital and resources for GrowLife going forward," added Scott.

Under the terms of the JV, CANX will provide GrowLife with immediate funding of $1,300,000 to support an initial GIFT program transaction with additional funding up to $40,000,000 to be provided under the terms of the JV.  CANX has also agreed to provide $1,000,000 in immediate growth capital funding to GrowLife under the terms of a convertible note offering.  GrowLife will own a non-dilutable 45% share of the joint venture company, Organic Growth International LLC (OGI), and GrowLife may acquire a controlling share of OGI under the terms of the JV.  CANX has incentives under the JV to increase the value of assets and market value of GrowLife by and through ownership of initial common stock warrants with additional warrants awarded over the stages of the JV based upon performance metrics tied to OGI performance and the value of GrowLife's ownership interest in OGI.

"We believe that this Joint Venture allows GrowLife to participate in the most lucrative of legal cannabis opportunities, and to be an early entrant into a space that we believe has enormous upside and growth potential; and to do so without any immediate dilution to our shareholder base," added Scott. "In fact, by providing warrants to our JV partner for their capital outlay, we ensure that the shares provided are tied to capital opportunities directly through the warrant conversion, the revenue possibilities to GrowLife of GIFT transactions and a range of other growth oriented activities under the scope of the JV."

"With the new opportunities available to GrowLife through our relationship with CANX, particularly as they affect possible acquisitions and funding for GIFT program transactions, we believe it is prudent at this time to withdraw our previous revenue forecasts and schedule for retail store opening," added Scott. "Clearly, GrowLife is a Company with a firm and growing foothold in the all-important hydroponic industry.  But now, in moving forward, it is also a company that will focus on legal cultivation financing and enhanced regulatory compliance."

About CANX USA LLC
CANX USA LLC is a Private Investment Group formed by individuals with specific expertise in agricultural, supply chain, retail, real estate, technology and marketing.  CANX provides investment capital, Mergers and Acquisitions expertise and other business consulting services.  The Company's goal is to facilitate game-changing acquisitions and upgrade technologies for its partners and investments.