FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Manns Justin 2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2012 3. Issuer Name and Ticker or Trading Symbol PHOTOTRON HOLDINGS, INC. [PHOT] (Last) (First) (Middle) 717 E. GARDENA BLVD. 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) GARDENA, CA 90248 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 7,703,205 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	  (1)	  (1)	Common Stock	3,385,485 (1)	$ (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Manns Justin 717 E. GARDENA BLVD. GARDENA, CA 90248	  X	Â	  Chief Financial Officer	Â

Signatures

/s/ Justin Manns		07/05/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares of Series A Preferred Stock vest 100% if SG Technologies Corp, the Issuer's wholly-owned subsidiary, achieves, prior to May 1, 2013, the financial milestones set forth in that certain Agreement and Plan of Merger, dated as of March 21, 2012, by and among the Issuer and the other parties signatory thereto. The shares of Series A Preferred Stock are convertible into shares of common stock at a rate of 23 shares of common stock for each share of Series A Preferred Stock immediately and automatically upon the earlier of (a) a date specified by written consent of (i) the holders of a majority of the shares of Series A Preferred Stock then outstanding and (ii) W-Net Fund I, L.P., a Delaware limited partnership, and (b) October 5, 2013. The holders of Series A Preferred Stock may not voluntarily convert shares of Series A Preferred Stock into shares of common stock.

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