1.

We note your disclosure that you use “best of breed” equipment with “proprietary technology” to create your products. Please clarify which of your products are proprietary and which of the products you sell are the products of third party manufacturers. Please also clarify which products you manufacture, if any, and what proprietary technology you utilize to create your products. Please disclose whether you utilize third parties in manufacturing your products.

 

2.

We note your disclosure that you create solutions for “the cultivation of indoor agriculture.” From your website at http://www.growopltd.com and various news reports, it appears that some of your products are targeted at growers of medical marijuana. If material, please revise your disclosure as appropriate to discuss this market.  Please also, to the extent material, revise your disclosure under “Government Regulations and Approvals” and “Risk Factors” as necessary to clarify the regulatory environment that affects your sales to this market, including the regulatory environment that applies to your intended customers.

3.	Please provide additional detail regarding your claim that your products are used by Fortune 500 Companies. Specifically, in light of the fact that you have not identified any 10% customers, please explain in more detail the reason for identifying “Fortune 500 Companies” as users of your products.

 

4.	Please clarify which of your products can be found at specialty retailers throughout the United States. Please also quantify the portion of your revenues that are derived from sales through third parties retailers.

5.	Please disclose whether you have any formal arrangement or written contracts with Bayer Crop Sciences.

6.	Please expand your current disclosure to provide a meaningful discussion of the competitive landscape. Your present disclosure appears to indicate that there is no current competition.

 

7.	Please reconcile your disclosure here with the third risk factor on page 8.

8.	Please revise your second risk factor to clarify how this risk applies to your company.

9.

Please amend this filing to expand your MD&A discussion to include a discussion of the material items affecting your results of operations and the underlying causes for material changes to the extent necessary to an understanding of your business as a whole. In this regard, provide a comparative analysis of the changes in your revenues, cost of goods sold and selling, general and administrative expenses for the periods presented in the financial statements. Refer to Item 303(a)(3) and Instruction 4 to Item 303(a) of Regulation S-K.

Company response:  The Company has change the title of the “Revenue” section on page to “Revenue and Expenses” and added the following disclosure thereunder:

 

 

 

10.

We note that you have included a discussion about current liabilities within the section labeled “Results of Operations.” Please revise to place any discussion pertaining to balance sheet items under “Liquidity and Capital Resources” or other separate heading. Refer to Instruction 5 to Item 303(a) of Regulation S-K.

11.

We note the disclosure of total expenses of $586,166 and $578,013 for the nine months ended September 30, 2011 and the period March 16, 2010 (inception) to December 31, 2010, respectively.  Based on the disclosures in the Condensed Statements of Operations these amounts appear to relate to the loss from operations. Please revise to reconcile the description in your MD&A to the statements of operations.

 

12.

We note your disclosure that you “may require additional capital investments or borrowed funds to meet cash flow projections and carry forward [y]our business objectives” and you anticipate that your revenues will be adequate to provide the minimum operating cash requirements to continue as a going concern. However, we also note that you have incurred significant losses from operations for both periods recorded since your inception. Please explain to us the basis for your statement that you expect your revenues will cover your “minimum operating cash requirements.” Alternatively, revise your disclosures as appropriate to accurately portray your liquidity needs. Refer to Item 303(a)(1) of Regulation S-K.

 

13.

We note that discussion in this section is generally based on the going concern opinion issued by your auditors. In reference to your working capital, please revise to include the most recent period included in your financial statements – i.e., September 30, 2011. Further in that regard, reconcile the amounts of the working capital deficits to those recorded on the balance sheet. For example, as of the year ended December 31, 2010, it appears that your working capital was $13,944 rather than a deficit of $88,438.

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of September 30, 2011 and December 31, 2010, the Company has a working capital surplus of $157,392 and $13,944, respectively.  As of September 30, 2011 the Company had an accumulated deficit of $1,185,390.  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or by merging with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing.  Management believes they can raise the appropriate funds needed to support their business plan and develop an operating, cash flow positive company.

 

14.

We note that within this critical accounting policy section, you have duplicated the disclosures included in the footnotes to your financial statements identified as “significant accounting policies.” While accounting policy footnotes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present a company's analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time. Please revise this section to include these disclosures within MD&A as a separate discussion of only your critical accounting policies to provide greater insight into the quality and variability of the significant estimates and assumptions that are used in connection with your critical accounting policies and estimates. Refer to SEC Release 33-8350.

15.	Please note that for purposes of this table, a person is deemed to beneficially own the securities held by his spouse, whether or not he disclaims such ownership. Please revise as appropriate.

 

16.	We note that your table of executive officers does not include a chief financial officer. Please advise.

17.	Please revise to briefly discuss the specific experience, qualifications, attributes, or skills that led to your conclusion that each of your directors should serve as director in light of your business and structure. See Regulation S-K Item 401(e).

18.	Please explain the reference to “the Offering.”

 

19.	Please reconcile your disclosure here with disclosure in Note 13 in Exhibit 99.1.

Company response:  The Company has deleted the disclosure under the referenced section on page 19 and disclosed in its place the disclosure from Note 13, to wit:

 

20.

We note your disclosure that you have had no changes to your certified independent  accountants within the past two fiscal years other than the change that occurred on November 5, 2009. It appears that the reverse acquisition of GrowOp Technology with Private Secretary resulted in a change in accountant requiring the filing of an Item 4.01 Form 8-K within four business days of the change in accountants. Please tell us when you intend to file the Item 4.01 Form 8-K.

 

21.

We note that your preferred stock will be authorized on February 26, 2012.  Please update your disclosure throughout your filing regarding the issuance of your preferred shares.  Please include updated disclosure to indicate whether the preferred shares were issued in satisfaction of debt owed to officers as referred to in Note 13 to GrowOp Technology Ltd.’s financial statements.

 

22.

We note the value assigned to warrants issued during the interim period ended September 30, 2011. We further note the disclosures in Notes 9 and 10 about the warrant expenses recognized during that period related to 100,000 shares of common stock issued in August 2011. In regards to warrants received by subscribers of other common shares issued in private placements during the year ended December 31, 2010 (518,800) and the nine months ended September 30, 2011 (412,600), please explain to us why there were no fair values recognized based on the Black-Scholes model or other valuation method.

 

23.	As a related matter, please revise to disclose the valuation method and significant assumptions used to value the warrants. Refer to paragraph 718-10-50-2.f. of the FASB Accounting Standards Codification.

 

 

24.

We note from your disclosure here that you changed the focus of your business in late 2010 to “manufacturing” hydroponic equipment. Conversely, we note from your disclosure for prepaid inventory that it “represents deposits made to foreign manufacturers for purchase orders of specific inventory.” Further supporting this position is disclosure in Note 4 that your inventories consist exclusively of finished goods. Please explain to us how you are manufacturing hydroponic equipment when there is no indication of raw materials and work-in-process included in your inventory assets and your investment in fixed assets to produce such is minimal.

25.

Please tell us and revise to disclose whether you recognize revenue based on the gross amount billed to customers or the net amount retained in accordance with paragraph 605-45-05 of the FASB Accounting Standards Codification for hydroponic equipment sales. Include in your response a discussion of the factors listed in paragraphs 605-45-45-3 through 605-45-45-18 of the FASB Accounting Standards Codification.

 

26.	We note your disclosure on page 12 that “other than the events in Note 18, the Company is not aware of any subsequent events.” However, we do not see where you have included a discussion of subsequent events, including a discussion of the reverse merger transaction. Please revise or advise.

 

27.

As a related matter, we note that you evaluated subsequent events through December 19, 2011, the date the financial statements were available to be issued. However, your audit opinion is dated February 6, 2012. Please tell us, and revise as necessary, how your financial statements were available to be issued prior to the completion of the audit.

28.

The pro forma financial statements presented as Exhibit 99.2 do not appear to comply with the guidance in Article 11 of Regulation S-X. For example, we note that you include pro forma adjustments for the balance sheet with no description of the basis for the entry, which does not appear to be in accordance with Rule 11-02(b)(1) of Regulation S-X. Similarly, with the absence of a pro forma statement of operations for the year ended December 31, 2010 of the accounting acquirer, the form and content is not in compliance with Rule 11-02(b) of Regulation S-X. Please amend this Form 8-K to include pro forma financial statements for the appropriate periods, in columnar form, showing both historical financial information of GrowOp Technologies Ltd. and Private Secretary, Inc., and reflecting appropriate pro forma adjustments referenced to footnotes explaining all assumptions made in your presentation. In addition, include an introductory paragraph that clearly explains the transaction being presented, the entities involved and what the pro forma presentation is intended to show.