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Phototron Holdings, Inc. (PHOT) Acquires SG Technologies, Announces Fiscal 2011 Financial Results

Phototron Holdings, designer and manufacturer of edge indoor mini-greenhouses, today announced the completion of acquisition of SG Technologies Corp., a leading manufacturer of high-powered light emitting diode (LED) products for indoor horticulture. Phototron also announced its fiscal year-end financial results for the 12 months ended December 31, 2011.

Per the acquisition, a newly formed subsidiary of Phototron was merged with and into SG Technologies, which became Phototron's wholly owned subsidiary. All SG Technologies shares were exchanged for 157 million shares of Phototron's common stock and 3 million shares of Series A preferred stock. Additionally, Phototron issued $500,000 of its 6 percent senior secured convertible notes to former noteholders of SG Technologies in exchange for notes previously issued by SG Technologies.

The acquisition supports Phototron's strategy of capitalizing on increased demand for organic produce and alternative medicine, and boosting sales of its indoor mini-greenhouses, which the company said will grow in global reach, per the merger with SG Technologies.

"Phototron and Stealth Grow have enjoyed strong brand status in the indoor gardening circles for the past 20 years, however, now is the time to introduce each of these technologies to the masses," Sterling C. Scott, Phototron's newly appointed CEO and chairman of the board, post-merger, stated in the press release. "As we adopt a comprehensive new online marketing strategy and further integrate our operations to realize cost-saving synergies, we look forward to sharing details of our enhanced growth initiatives throughout the remainder of 2012."

Phototron also posted its financial results for fiscal 2011, reporting a revenue increase of 11 percent to $499,000 compared to $450,000 reported in fiscal year 2010. Net loss for 2011 was $4.4 million compared to a net loss of approximately $52,000 in 2010.

"Phototron is pleased to announce our 2011 financial results, in addition to the finalization of our merger with SG Technologies," said Craig Ellins, vice chairman of the board. "This year represents a pivotal period in Phototron's development, not to mention the numerous meaningful events subsequent to our fiscal year-end. With our acquisition of SG Technologies now finalized, we are excited to open yet another chapter to our exciting growth story going forward."

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