GrowGeneration (GRWG) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	GrowGeneration Corp.
Entity Central Index Key	1,604,868
Amendment Flag	false
Trading Symbol	GRWG
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		23,152,603

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 8,762,663	$ 1,215,265
Accounts receivable, net of allowance for doubtful accounts of $97,829 at March 31, 2018 and December 31, 2017	745,116	653,568
Inventory	6,712,771	4,585,341
Prepaid expenses and other current assets	576,331	711,852
Total current assets	16,796,881	7,166,026
Property and equipment, net	1,297,621	1,259,483
Intangible assets, net	60,531	53,286
Goodwill	2,717,785	592,500
Other assets	165,650	183,113
TOTAL ASSETS	21,038,468	9,254,408
Current liabilities:
Accounts payable	1,472,677	1,067,857
Other accrued liabilities	507	70,029
Payroll and payroll tax liabilities	155,254	247,887
Customer deposits	456,388	92,350
Sales tax payable	113,396	73,220
Current portion of long term debt	315,271	41,707
Total current liabilities	2,513,493	1,593,050
Long-term convertible debt, net of debt discount and debt issuance costs	4,361,475
Long-term debt, net of current portion	319,459	82,537
Total liabilities	7,194,427	1,675,587
Commitments and contingencies
Stockholders' Equity:
Common stock; $.001 par value; 100,000,000 shares authorized; 19,294,270 and 16,846,835 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	19,284	16,846
Additional paid-in capital	18,470,424	11,254,212
Accumulated deficit	(4,645,667)	(3,692,237)
Total stockholders' equity	13,844,041	7,578,821
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 21,038,468	$ 9,254,408

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance for doubtful accounts	$ 97,829	$ 97,829
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	19,294,270	16,846,835
Common stock, shares outstanding	19,294,270	16,846,835

Consolidated Statement of Opera

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Sales	$ 4,381,018	$ 2,583,925
Cost of sales	3,191,402	1,903,065
Gross profit	1,189,616	680,860
Operating expenses:
Store operations	892,858	541,902
General and administrative	363,778	187,153
Share based compensation	216,200	77,000
Depreciation and amortization	45,012	20,523
Salaries and related expenses	331,732	136,440
Total operating expenses	1,849,580	963,018
Loss from operations	(659,964)	(282,158)
Other income (expense):
Other income	31,807
Other expense
Amortization of debt discount	(317,255)
Interest expense	(8,018)	(1,151)
Total non-operating expense, net	(293,466)	(1,151)
Net loss	$ (953,430)	$ (283,309)
Net loss per shares, basic and diluted	$ (0.05)	$ (0.02)
Weighted average shares outstanding, basic and diluted	18,419,519	12,115,322

Consolidated Statement of Cash

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (953,430)	$ (283,309)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	45,011	20,522
Amortization of debt discount	317,255
Stock-based compensation expense	216,200	77,000
(Increase) decrease in:
Accounts receivable	(91,548)	(116,347)
Inventory	(2,127,430)	(943,002)
Prepaid expenses and other assets	54,103	(19,687)
Increase (decrease) in:
Accounts payable	335,298	300,960
Payroll and payroll tax liabilities	15,787	20,265
Customer deposits	364,038	(32,332)
Sales tax payable	40,176	18,942
Net cash used in operating activities	(1,784,540)	(956,988)
Cash flows from investing activities:
Purchase of furniture and equipment	(53,613)	(123,648)
Purchase of intangibles	(607,410)	(256,113)
Net cash used in investing activities	(661,023)	(379,761)
Cash flows from financing activities:
Principal payments on long term debt	(82,770)	(5,794)
Proceeds from issuance of convertible debt, net of expenses	8,915,573
Proceeds from the sale of common stock and exercise of warrants, net of expenses	1,160,158	2,060,120
Net cash provided by financing activities	9,992,961	2,054,326
Net increase in cash	7,547,398	717,577
Cash at the beginning of period	1,215,265	606,644
Cash at the end of period	8,762,663	1,324,221
Supplemental disclosures of non-cash financing activities:
Cash paid for interest	8,018	1,151
Common stock issued for accrued payroll	108,420
Debt converted to equity	632,353
Warrants issued for debt discount	4,239,000
Acquisition of vehicles with debt financing	29,256
Assets acquired by issuance of common stock	961,400
Acquisition of assets with seller financing	$ 564,000

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2018
Nature of Operations [Abstract]
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS GrowGeneration Corp (the “Company”) was incorporated on March 6, 2014 in Colorado under the name of Easylife Corp and changed its name to GrowGeneration Corp. It maintains its principal office in Denver, Colorado. GrowGeneration Corp is engaged in the business of operating retail hydroponic stores through its wholly owned subsidiaries, GrowGeneration Pueblo Corp, GrowGeneration California Corp, Grow Generation Nevada Corp, GrowGeneration Washington Corp, GrowGeneration Rhode Island Corp, GrowGeneration Michigan Corp, GGen Distribution Corp and GrowGeneration Management Corp. The Company commenced operations with the purchase of four retail hydroponic stores in Pueblo and Canon City, Colorado on May 30, 2014. The Company, currently owns and operates a total of 16 stores and is actively engaged in seeking to acquire additional hydroponic retail stores.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The financial statements are prepared under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 105-10, Generally Accepted Accounting Principles The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. Basis of Presentation - Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed on March 27, 2018 for the years ended December 31, 2017 and 2016. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). Segment Reporting Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various products sold are aggregated into one reportable operating segment as under guidance in the FASBASC Topic 280 for segment reporting. Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with GAAPs. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Income Taxes The Company accounts for income taxes in accordance with FASB ACS 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences related principally to depreciation of property and equipment, reserve for obsolete inventory and bad debt. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ACS 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company’s tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2016, 2015 and 2014 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accrual for uncertain tax positions as of March 31, 2018. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

Recently Issued or Adopted Acco

Recently Issued or Adopted Accounting Standards	3 Months Ended
	Mar. 31, 2018
Recently Issued or Adopted Accounting Standards [Abstract]
RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS	3. RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS In May 2014, the FASB issued guidance creating the ASC Section 606, “Revenue from Contracts with Customers”. The new section will replace Section 605, “Revenue Recognition” and creates modifications to various other revenue accounting standards for specialized transactions and industries. The section is intended to conform revenue accounting principles with a concurrently issued International Financial Reporting Standards with previously differing treatment between United States practice and those of much of the rest of the world, as well as, to enhance disclosures related to disaggregated revenue information. The updated guidance was effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. On July 9, 2015, the FASB approved a one-year delay of the effective date. The Company adopted the new provisions of this accounting standard at the beginning of fiscal year 2018 and its adoption did not have a material impact on the consolidated financial statements. In July 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. This update was adopted by the Company in the first quarter of fiscal year 2017. There was no material impact on the Company's consolidated financial statements as a result of the adoption of this accounting standard. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. The adoption of this standard did not have a material impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In January 2017, the FASB issued ASU 2017-04 simplifying the accounting for goodwill impairment for all entities. The new guidance eliminates the requirement to calculate the implied fair value of goodwill (Step 2 of the current two-step goodwill impairment test under ASC 350). Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 of the current two-step goodwill impairment test). The ASU is effective prospectively for reporting periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. We are currently evaluating the impact of the new guidance on our goodwill impairment testing process and consolidated financial statements. On August 28, 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging,” which better aligns risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and in some situations better align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The new standard will be effective for the Company as of January 1, 2019. Early adoption is permitted. We do not believe the adoption of this new standard will have any impact on our consolidated financial statements and footnote disclosures.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2018
Property and Equipment [Abstract]
PROPERTY AND EQUIPMENT	4. PROPERTY AND EQUIPMENT March 31, 2018 December 31, Vehicles $ 281,687 $ 243,264 Leasehold improvements 234,422 181,724 Furniture, fixtures and equipment 1,049,650 1,057,902 1,565,759 1,482,890 (Accumulated depreciation) (268,138 ) (223,407 ) Property and Equipment, net $ 1,297,621 $ 1,259,483 Depreciation expense for the three months ended March 31, 2018 and 2017 was $44,732 and $20,523 respectively.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2018
Long-Term Debt /Convertible Debt [Abstract]
LONG-TERM DEBT	5. LONG-TERM DEBT March 31, December 31, 2018 2017 Long term debt is as follows: Chrysler Capital, interest ranging from 9.8% and 10.9% per annum, payable in monthly installments of $1,889.59 beginning May 2017 through June 2022, secured by vehicles with a book value of $128,800 $ 76,319 $ 79,479 Hitachi Capital, interest at 8.0% per annum, payable in monthly installments of $631.13 beginning September 2015 through August 2019, secured by delivery equipment with a book value of $24,910 10,112 11,781 Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 17,711 18,641 RMT Equipment, interest at 10.9% per annum, payable in monthly installments of $1,154.79 beginning June 2016 through October 2018, secured by delivery equipment with a book value of $31,130 7,317 10,916 Note payable insurance premium financing, interest at 4.74% per annum, payable in 10 installments of $3,441, due January 2018 27 3,427 Notes payable issued in connection with seller financing of assets acquired, interest at 6%, payable in 24 installments of $24,996, due February 2020 523,244 - $ 634,730 $ 124,244 Less Current Maturities (315,271 ) (41,707 ) Total Long-Term Debt $ 319,459 $ 82,537 Interest expense for the three months ended March 31, 2018 and 2017 was $8,018 and $1,151, respectively.

Convertible Debt

Convertible Debt	3 Months Ended
	Mar. 31, 2018
Long-Term Debt /Convertible Debt [Abstract]
CONVERTIBLE DEBT	6. CONVERTIBLE DEBT On January 12, 2018, the Company completed a private placement (the “Offering”) of a total of 36 units (the “Units”) of the Company’s securities at the price of $250,000 per Unit pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. Each Unit consisted of (i) a .1% unsecured convertible promissory note of the principal amount of $250,000 (each, a “Note”), and (ii) a 3-year warrant (each, a “Warrant”) entitling the holder to purchase 37,500 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at a price of $.01 per share or through cashless exercise. The convertible debt has a maturity date of January 12, 2021 and the principal balance and any accrued interest is convertible by the holder at any time into common stock of the Company at conversion price of $3.00 a share the “Conversion Price”). Principal due and interested accrued on the Note will automatically convert into shares of Common Stock, at the Conversion Price, if at any time during the term of the Notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. In relation to this transaction, the Company recorded a debt discount of $4,239,000 related to the fair market value of warrants issued as noted above. The debt discount, which was based on an imputed interest rate, is being amortized on a straight-line basis over the life of the convertible debt. Three Months Ended 2018 2017 Convertible debt 7,825,000 - Remaining unamortized debt discount and debt issue costs (3,463,525 ) - Convertible debt, net of debt discount and debt issue costs $ 4,361,475 - Amortization of debt discount for the three months ended March 31, 2018 was $317,225.

Share Based Payments and Stock

Share Based Payments and Stock Options	3 Months Ended
	Mar. 31, 2018
Share Based Payments and Stock Options [Abstract]
SHARE BASED PAYMENTS AND STOCK OPTIONS	7. SHARE BASED PAYMENTS AND STOCK OPTIONS The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The following table presents share-based payment expense and new shares issued for the three months ended March 31, 2018 and 2017. Three Months Ended 2018 2017 Restricted shares issued - Shares based expense from issuance of common stock $ 61,900 $ 77,000 Shares based expense from issuance of common stock options $ 77,050 - Subtotal shares issued for services and options issued $ 138,950 $ 77,000 Warrants issued for services 77,250 - Total non-cash compensation $ 216,200 $ 77,000 On March 6, 2014, the Company’s Board of Directors (the “Board”) and majority stockholders approved the 2014 Equity Incentive Plan (the “2014 Plan”) pursuant to which the Company may grant incentive and non-statutory options to employees, nonemployee members of the Board, consultants and other independent advisors who provide services to the Company. The maximum shares of Common Stock which may be issued over the term of the 201 Plan shall not exceed 2,500,000 shares. Awards under the 2014 Plan are made by the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company’s common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. However, no option shall have a term in excess of 5 years from the date of grant. On January 7, 2018, the Board adopted the 2018 Equity Compensation Plan (the “2018 Plan”) and on April 20, 2018, the shareholders approved the 2018 Plan. The 2018 Plan will be administered by the Board. The Board may grant options to purchase shares of Common Stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of Common Stock, performance shares, performance units, other cash-based awards and other stock-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards. The Board may delegate authority to the chief executive officer and/or other executive officers to grant options and other awards to employees (other than themselves), subject to applicable law and the 2018 Plan. No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. The maximum shares of common stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Options granted under the 2018 Plan may be either “incentive stock options” that are intended to meet the requirements of Section 422 of the Code or “nonstatutory stock options” that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a ten-percent stockholder) from the date of grant. Options outstanding at March 31, 2018 are as follows: Options Shares Weight - Average Exercise Price Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2017 2,622,000 $ .99 2.35 years $ .32 Granted 105,000 $ 3.48 $ 1.89 Exercised (118,333 ) $ .69 $ .11 Forfeited or expired (116,667 ) $ .77 $ .17 Outstanding at March 31, 2018 2,492,000 $ 1.12 2.28 years $ .40 Options vested at March 31, 2018 1,863,998 $ .82 1.56 years $ .20

Stock Purchase Warrants

Stock Purchase Warrants	3 Months Ended
	Mar. 31, 2018
Stock Purchase Warrants [Abstract]
STOCK PURCHASE WARRANTS	8. STOCK PURCHASE WARRANTS A summary of the status of the Company’s outstanding stock warrants as of March 31, 2018 is as follows: Warrants Weighted - Average Exercise Price Outstanding at December 31, 2017 3,605,728 $ 1.84 Granted - - Exercised (1,286,728 ) $ .84 Forfeited - - Outstanding at March 31, 2018 2,319,000 $ 2.34

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	9. STOCKHOLDERS’ EQUITY The Company’s current Certificate of Incorporation authorizes the Company to issued 100,000,000 shares of Common Stock. As of March 31, 2018, there were 19,284,270 shares of Common Stock outstanding. 2018 Equity Transactions During the quarter ended March 31, 2018, the Company issued 1,446,433 shares of Common Stock upon exercise of common stock warrants. During the quarter ended March 31, 2018, the Company issued 455,000 shares of Common Stock valued at approximately $941,000 in connection with assets acquired in business combinations. During the quarter ended March 31, 2018, the Company issued 391,668 shares of Common Stock upon conversion of $1,175,000 in convertible debt at $3.00 per share. During the quarter ended March 31, 2018, the Company issued 118,334 shares of Common Stock upon the exercise of common stock options. During the quarter ended March 31, 2018, the Company issued 26,000 share of Common Stock, valued at approximately $108,000, for employee bonuses accrued at December 31, 2017. 2017 Equity Transactions During the quarter ended March 31, 2017, the Company sold 825,000 shares of Common Stock in a private placement receiving net proceeds of $1,557,000. During the quarter ended March 31, 2017, the Company issued 718,572 shares of Common Stock upon the exercise of common stock warrants receiving net proceeds of $503,000. During the quarter ended March 31, 2017, the Company issued 100,000 shares of Common Stock, valued at $70,000, for services.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
EARNINGS PER SHARE	10. EARNINGS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding plus the number of shares of Common Stock that would be issued assuming exercise or conversion of all potentially dilutive shares of Common Stock. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following: Three months ended 2018 2017 Stock purchase warrants 2,319,000 3,992,157 Convertible debt warrant 1,155,000 - Options 2,492,000 1,872,000 5,966,000 5,864,157

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2018
Acquisitions [Abstract]
ACQUISITIONS	11. ACQUISITIONS The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. The table below represents the allocation of the preliminary purchase price to the acquired net assets. Acquisition 1 Acquisition 2 Total Inventory $ 1,002,300 $ 389,800 $ 1,392,100 Prepaids and other current assets 30,200 - 30,200 Furniture and equipment - 30,000 30,000 Goodwill 1,351,000 654,000 2,005,000 Total $ 2,383,500 $ 1,073,800 $ 3,457,300

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS The Company has evaluated events and transaction occurring subsequent to March 31, 2018 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. On April 12, 2018, the Company entered into an asset purchase agreement (the “Purchase Agreement”) through its wholly-owned subsidiary, GrowGeneration Michigan Corp., with Superior Growers Supply, Inc. (the “Seller”), to purchase substantially all of the assets of the Seller’s business located in Michigan. The assets subject to the sale under the Purchase Agreement included inventories, fixed assets, tangible personal property, intangible personal property and contracts. The Company agreed to pay the Seller approximately a total of $817,950 and 75,000 shares of Common Stock of the Company, valued at approximately $290,000, as consideration for the assets. On May 9, 2018, the Company completed a private placement of a total of 33.33 units of the Company’s securities at the price of $300,000 per unit pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. Each unit consists of (i) 100,000 shares of the Company’s $.001 par value common stock and (ii) 50,000 3-year warrants, each entitling the holder to purchase one share of the Company’s common stock, at a price of $.35 per share or through cashless exercise. The Company raised a total of $10,000,000 from three accredited investors.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The financial statements are prepared under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 105-10, Generally Accepted Accounting Principles The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.
Basis of Presentation - Unaudited Interim Financial Information	Basis of Presentation - Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed on March 27, 2018 for the years ended December 31, 2017 and 2016.
Reclassifications	Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss).
Segment Reporting	Segment Reporting Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various products sold are aggregated into one reportable operating segment as under guidance in the FASBASC Topic 280 for segment reporting.
Use of Estimates	Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with GAAPs. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ACS 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences related principally to depreciation of property and equipment, reserve for obsolete inventory and bad debt. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ACS 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company’s tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2016, 2015 and 2014 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accrual for uncertain tax positions as of March 31, 2018. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2018
Property and Equipment [Abstract]
Summary of property and equipment	March 31, 2018 December 31, Vehicles $ 281,687 $ 243,264 Leasehold improvements 234,422 181,724 Furniture, fixtures and equipment 1,049,650 1,057,902 1,565,759 1,482,890 (Accumulated depreciation) (268,138 ) (223,407 ) Property and Equipment, net $ 1,297,621 $ 1,259,483

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2018
Long-Term Debt /Convertible Debt [Abstract]
Schedule of long-term debt	March 31, December 31, 2018 2017 Long term debt is as follows: Chrysler Capital, interest ranging from 9.8% and 10.9% per annum, payable in monthly installments of $1,889.59 beginning May 2017 through June 2022, secured by vehicles with a book value of $128,800 $ 76,319 $ 79,479 Hitachi Capital, interest at 8.0% per annum, payable in monthly installments of $631.13 beginning September 2015 through August 2019, secured by delivery equipment with a book value of $24,910 10,112 11,781 Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 17,711 18,641 RMT Equipment, interest at 10.9% per annum, payable in monthly installments of $1,154.79 beginning June 2016 through October 2018, secured by delivery equipment with a book value of $31,130 7,317 10,916 Note payable insurance premium financing, interest at 4.74% per annum, payable in 10 installments of $3,441, due January 2018 27 3,427 Notes payable issued in connection with seller financing of assets acquired, interest at 6%, payable in 24 installments of $24,996, due February 2020 523,244 - $ 634,730 $ 124,244 Less Current Maturities (315,271 ) (41,707 ) Total Long-Term Debt $ 319,459 $ 82,537

Convertible Debt (Tables)

Convertible Debt (Tables)	3 Months Ended
	Mar. 31, 2018
Long-Term Debt /Convertible Debt [Abstract]
Schedule of convertible debt	Three Months Ended 2018 2017 Convertible debt 7,825,000 - Remaining unamortized debt discount and debt issue costs (3,463,525 ) - Convertible debt, net of debt discount and debt issue costs $ 4,361,475 -

Share Based Payments and Stoc22

Share Based Payments and Stock Options (Tables)	3 Months Ended
	Mar. 31, 2018
Share Based Payments and Stock Options [Abstract]
Schedule of share-based payment expense and new shares issued	Three Months Ended 2018 2017 Restricted shares issued - Shares based expense from issuance of common stock $ 61,900 $ 77,000 Shares based expense from issuance of common stock options $ 77,050 - Subtotal shares issued for services and options issued $ 138,950 $ 77,000 Warrants issued for services 77,250 - Total non-cash compensation $ 216,200 $ 77,000
Summary of option outstanding	Options Shares Weight - Average Exercise Price Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2017 2,622,000 $ .99 2.35 years $ .32 Granted 105,000 $ 3.48 $ 1.89 Exercised (118,333 ) $ .69 $ .11 Forfeited or expired (116,667 ) $ .77 $ .17 Outstanding at March 31, 2018 2,492,000 $ 1.12 2.28 years $ .40 Options vested at March 31, 2018 1,863,998 $ .82 1.56 years $ .20

Stock Purchase Warrants (Tables

Stock Purchase Warrants (Tables)	3 Months Ended
	Mar. 31, 2018
Stock Purchase Warrants [Abstract]
Schedule of outstanding stock warrants	Warrants Weighted - Average Exercise Price Outstanding at December 31, 2017 3,605,728 $ 1.84 Granted - - Exercised (1,286,728 ) $ .84 Forfeited - - Outstanding at March 31, 2018 2,319,000 $ 2.34

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Schedule of potentially dilutive securities	Three months ended 2018 2017 Stock purchase warrants 2,319,000 3,992,157 Convertible debt warrant 1,155,000 - Options 2,492,000 1,872,000 5,966,000 5,864,157

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2018
Acquisitions [Abstract]
Schedule of purchase price	Acquisition 1 Acquisition 2 Total Inventory $ 1,002,300 $ 389,800 $ 1,392,100 Prepaids and other current assets 30,200 - 30,200 Furniture and equipment - 30,000 30,000 Goodwill 1,351,000 654,000 2,005,000 Total $ 2,383,500 $ 1,073,800 $ 3,457,300

Nature of Operations (Details)

Nature of Operations (Details)	Mar. 31, 2018Stores
Nature of Operations (Textual)
Number of stores	16

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,565,759	$ 1,482,890
(Accumulated depreciation)	(268,138)	(223,407)
Property and Equipment, net	1,297,621	1,259,483
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	281,687	243,264
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	234,422	181,724
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,049,650	$ 1,057,902

Property and Equipment (Detai28

Property and Equipment (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Property and Equipment (Textual)
Depreciation expense	$ 44,732	$ 20,253

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Long-Term Debt	$ 634,730	$ 124,244
Less Current Maturities	(315,271)	(41,707)
Total Long-Term Debt	319,459	82,537
Chrysler Capital [Member]
Debt Instrument [Line Items]
Long-Term Debt	76,319	79,479
Hitachi Capital [Member]
Debt Instrument [Line Items]
Long-Term Debt	10,112	11,781
Wells Fargo Equipment Finance [Member]
Debt Instrument [Line Items]
Long-Term Debt	17,711	18,641
RMT Equipment [Member]
Debt Instrument [Line Items]
Long-Term Debt	7,317	10,916
Note payable insurance premium financing [Member]
Debt Instrument [Line Items]
Long-Term Debt	27	3,427
Notes payable issued in connection with seller financing [Member]
Debt Instrument [Line Items]
Long-Term Debt	$ 523,244

Long-Term Debt (Details Textual

Long-Term Debt (Details Textual)	3 Months Ended
	Mar. 31, 2018USD ($)Installments	Mar. 31, 2017USD ($)
Long-Term Debt (Textual)
Interest expense	$ 8,018	$ 1,151
Chrysler Capital [Member]
Long-Term Debt (Textual)
Long term debt, monthly payment	$ 1,889.59
Long term debt maturity date, description	Beginning May 2017 through June 2022.
Long-term debt, book value	$ 128,800
Chrysler Capital [Member] | Maximum [Member]
Long-Term Debt (Textual)
Interest rate per annum	10.90%
Chrysler Capital [Member] | Minimum [Member]
Long-Term Debt (Textual)
Interest rate per annum	9.80%
Hitachi Capital [Member]
Long-Term Debt (Textual)
Long term debt, monthly payment	$ 631.13
Long term debt maturity date, description	Beginning September 2015 through August 2019.
Long-term debt, book value	$ 24,910
Interest rate per annum	8.00%
Wells Fargo Equipment Finance [Member]
Long-Term Debt (Textual)
Long term debt, monthly payment	$ 518.96
Long term debt maturity date, description	Beginning April 2016 through March 2021.
Long-term debt, book value	$ 25,437
Interest rate per annum	3.50%
RMT Equipment [Member]
Long-Term Debt (Textual)
Long term debt, monthly payment	$ 1,154.79
Long term debt maturity date, description	Beginning June 2016 through October 2018.
Long-term debt, book value	$ 31,130
Interest rate per annum	10.90%
Note payable insurance premium financing [Member]
Long-Term Debt (Textual)
Long term debt, monthly payment	$ 3,441
Long term debt maturity date, description	Due January 2018.
Interest rate per annum	4.74%
Number of installments | Installments	10
Notes payable issued in connection with seller financing [Member]
Long-Term Debt (Textual)
Long term debt, monthly payment	$ 24,996
Long term debt maturity date, description	Due February 2020.
Interest rate per annum	6.00%
Number of installments | Installments	24

Convertible Debt (Details)

Convertible Debt (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Long-Term Debt /Convertible Debt [Abstract]
Convertible debt	$ 7,825,000
Remaining unamortized debt discount and debt issue costs	(3,463,525)
Convertible debt, net of debt discount and debt issue costs	$ 4,361,475

Convertible Debt (Details Textu

Convertible Debt (Details Textual) - USD ($)	Jan. 12, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Convertible Debt (Textual)
Common stock, par value		$ 0.001		$ 0.001
Debt discount related to fair value of warrants		$ 4,239,000
Amortization of debt discount		$ 317,255
Convertible Debt [Member]
Convertible Debt (Textual)
Maturity date		Jan. 12, 2021
Description of convertible debt		Principal due and interested accrued on the Note will automatically convert into shares of Common Stock, at the Conversion Price, if at any time during the term of the Notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share.
Private Placement [Member]
Convertible Debt (Textual)
Offering units of shares	36
Securities unit price	$ 250,000
Principal amount	$ 250,000
Warrant term	3 years
Common stock, par value	$ 0.001
Warrants exercise price	$ 0.01
Warrant holder to purchase shares	37,500

Share Based Payments and Stoc33

Share Based Payments and Stock Options (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share Based Payments and Stock Options [Abstract]
Restricted shares issued
Shares based expense from issuance of common stock	61,900	77,000
Shares based expense from issuance of common stock options	77,050
Subtotal shares issued for services and options issued	138,950	77,000
Warrants issued for services	77,250
Total non-cash compensation	$ 216,200	$ 77,000

Share Based Payments and Stoc34

Share Based Payments and Stock Options (Details 1) - Options [Member]	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Beginning balance | shares	2,622,000
Granted | shares	105,000
Exercised | shares	(118,333)
Forfeited or expired | shares	(116,667)
Outstanding Ending balance | shares	2,492,000
Vested | shares	1,863,998
Weighted - Average Exercise Price, Outstanding beginning balance	$ 0.99
Weighted - Average Exercise Price, Granted	3.48
Weighted - Average Exercise Price, Exercised	0.69
Weighted - Average Exercise Price, Forfeited or expired	0.77
Weighted - Average Exercise Price, Outstanding ending balance	1.12
Weight - Average Exercise Price, Options vested	$ 0.82
Weighted - Average Remaining Contractual Term, Outstanding beginning balance	2 years 4 months 6 days
Weighted - Average Remaining Contractual Term, Outstanding ending balance	2 years 3 months 11 days
Weighted - Average Remaining Contractual Term, Options vested	1 year 6 months 21 days
Weighted - Average Grant Date Fair Value, Outstanding beginning balance	$ 0.32
Weighted - Average Grant Date Fair Value, Granted	1.89
Weighted - Average Grant Date Fair Value, Exercised	0.11
Weighted - Average Grant Date Fair Value, Forfeited or expired	0.17
Weighted - Average Grant Date Fair Value Outstanding ending balance	0.40
Weighted - Average Grant Date Fair Value, Options vested	$ 0.20

Share Based Payments and Stoc35

Share Based Payments and Stock Options (Details Textual) - shares	Mar. 06, 2014	Mar. 31, 2018
Share Based Payments and Stock Options (Textual)
Description of stock options	Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the Plan Administrator. However, no option shall have a term in excess of 5 years from the date of grant.	The maximum shares of common stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Code or "nonstatutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a ten-percent stockholder) from the date of grant.
Stock issued over the term of the plan	2,500,000

Stock Purchase Warrants (Detail

Stock Purchase Warrants (Details) - Stock Warrants [Member]	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Stock Purchase Warrants [Line Items]
Outstanding Beginning balance | shares	3,605,728
Granted | shares
Exercised | shares	(1,286,728)
Forfeited | shares
Outstanding Ending balance | shares	2,319,000
Weighted - Average Exercise Price, Outstanding beginning balance | $ / shares	$ 1.84
Weighted - Average Exercise Price, Granted | $ / shares
Weighted - Average Exercise Price, Exercised | $ / shares	0.84
Weighted - Average Exercise Price, Forfeited | $ / shares
Weighted - Average Exercise Price, Outstanding ending balance | $ / shares	$ 2.34

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Stockholders' Equity (Textual)
Common stock, shares authorized	100,000,000		100,000,000
Common stock, shares outstanding	19,294,270		16,846,835
Common Stock [Member]
Stockholders' Equity (Textual)
Issued shares of common stock		718,572
Issued value of common stock		$ 503,000
Acquisition of common stock, value	$ 941,000
Acquisition of common stock, shares	455,000
Issued shares of common stock employee bonuses	26,000
Issued value of common stock employee bonuses	$ 108,000
Private placement receiving net proceeds amount		$ 1,557,000
Stock issued for services, shares		100,000
Stock issued for services, value		$ 70,000
Common stock upon exercise of common stock warrants	1,446,433	718,572
Common stock upon the exercise of common stock options	118,334
Warrants receiving net proceeds amount		$ 503,000
Common Stock [Member] | Warrant [Member]
Stockholders' Equity (Textual)
Issued shares of common stock	1,446,433
Conversion price	$ 3
Common stock upon conversion of convertible debt value	391,668
Common stock upon conversion of convertible debt shares	$ 1,175,000

Earnings Per Share (Details)

Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Potentially dilutive securities (Line Items)
Potentially dilutive securities warrants and options	5,966,000	5,864,157
Convertible debt warrant [warrants]
Potentially dilutive securities (Line Items)
Potentially dilutive securities warrants and options	1,155,000
Stock purchase warrants [Member]
Potentially dilutive securities (Line Items)
Potentially dilutive securities warrants and options	2,319,000	3,992,157
Options [Member]
Potentially dilutive securities (Line Items)
Potentially dilutive securities warrants and options	2,492,000	1,872,000

Acquisitions (Details)

Acquisitions (Details)	Mar. 31, 2018USD ($)
Business Acquisition [Line Items]
Inventory	$ 1,392,100
Prepaids and other current assets	30,200
Furniture and equipment	30,000
Goodwill	2,005,000
Total	3,457,300
Acquisition 1 [Member]
Business Acquisition [Line Items]
Inventory	1,002,300
Prepaids and other current assets	30,200
Furniture and equipment
Goodwill	1,351,000
Total	2,383,500
Acquisition 2 [Member]
Business Acquisition [Line Items]
Inventory	389,800
Prepaids and other current assets
Furniture and equipment	30,000
Goodwill	654,000
Total	$ 1,073,800

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May 09, 2018	Apr. 12, 2018	Jan. 12, 2018
Private Placement [Member]
Subsequent Event (Textual)
Issued value of common stock			$ 250,000
Shares of common stock			36
Subsequent Event [Member]
Subsequent Event (Textual)
Issued value of common stock		$ 817,950
Shares of common stock		75,000
Total Consideration		$ 290,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event (Textual)
Private placement units of securities, description	Each unit consists of (i) 100,000 shares of the Company's $.001 par value common stock and (ii) 50,000 3-year warrants, each entitling the holder to purchase one share of the Company's common stock, at a price of $.35 per share or through cashless exercise.
Sale of securities price	$ 300,000
Total from accredited investors	$ 10,000,000
Sale of stock units private placement	33.33