8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 7, 2008

AEROGROW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-50888		46-0510685
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer
Incorporation)				Identification No.)
	6075 Longbow Dr. Suite 200, Boulder, Colorado		80301
	(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code:  (303) 444-7755

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On August 7, 2008, AeroGrow International, Inc. (“AeroGrow,” or the “Company”) issued a press release announcing the Company’s operational results for the three months ended June 30, 2008.  The Company will host a conference call to discuss those results on Thursday, August 7, 2008, at 12:00 P.M. (noon) Eastern Daylight Time (EDT).  The dial in number is 1 (888) 241-0558 when calling from the United States or Canada, and 1 (647) 427-3417 when calling internationally.  Participants are encouraged to call in five minutes before the call begins (11:55 A.M. EDT).  A replay of the call will be available within 12 hours of completion.  The replay of the call will be accessible at any time over the following 30 days through the investor link on the AeroGrow website (www.aerogrow.com/investors) and by phone until September 7, 2008.  To access the replay by phone, dial 1 (800) 695-1018 when calling from the United States or Canada, and 1 (402) 220-7753 when calling internationally.  The conference identification number is 58135575.  A copy of the press release announcing the Company’s operational results for the three months ended June 30, 2008, is furnished as Exhibit 99.1 to this report.

The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 7.01.  Regulation FD Disclosure.

The information contained in Item 2.02 is herein incorporated by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.  The following exhibit is furnished with this Form 8-K:

Exhibit No.	Description
99.1	Press Release dated August 7, 2008.

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AeroGrow International, Inc.

By: /s/ H. MacGregor Clarke                                           

H. MacGregor Clarke

Chief Financial Officer and Treasurer

DATED:  August 7, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 7, 2008.

EX-99.1

Exhibit 99.1

AeroGrow Reports First Quarter Financial Results

·   Quarterly revenues increase 7% over prior year to $6.7 million

Boulder, CO – August 07, 2008 -- AeroGrow International, Inc. (NASDAQ:AERO - News) ("AeroGrow" or the "Company"), makers of the AeroGarden® line of indoor gardening products, announced results for the quarter ended June 30, 2008.

For the quarter ended June 30, 2008, AeroGrow reported revenues of approximately $6.7 million, an increase of 7% over the $6.3 million reported for the prior year's quarter ended June 30, 2007.  For the quarter ended June 30, 2008, AeroGrow reported a net loss of $2.8 million or $0.23 per share as compared to a net loss of $2.0 million for the quarter ended June 30, 2007.

“As expected, our revenue growth slowed due to summer seasonality and a reduction in wholesale orders as retailers sold through existing inventory in preparation for the fall rollout of our new and expanded product lines,” said Jerry Perkins, CEO of AeroGrow.  “Our net loss was also in line with our expectations, and up from last year due to increased G&A supporting a far larger annual sales base.  As we head into the fall quarter, we’re running all factories at full capacity to support our rollout into thousands of new retail storefronts in the next few months.  Also noteworthy is the 174% increase in our revenues from seed kits and accessories year over year as we achieve increased levels of repeat sales from customers adopting the AeroGarden as an ongoing part of their lives.”

The following table sets forth, as a percentage of sales, our quarterly financial results for the three months ended June 30, 2008, and the three months ended June 30, 2007:

	Three months ended June 30,
	2008			2007
Revenue
Product sales - retail		39.3	%		65.8	%
Product sales - direct to consumer		49.7	%		34.2	%
Product sales - international		11.0	%		0.0	%
Total sales		100.0	%		100.0	%
Operating expenses
Cost of revenue		54.9	%		56.9	%
Research and development		10.8	%		8.3	%
Sales and marketing		51.3	%		46.5	%
General and administrative		22.6	%		20.0	%
Total operating expenses		139.6	%		131.7	%
Other (income) expense, net		2.3	%		0.5	%
Loss from operations		-41.9	%		-32.2	%

Earnings Conference Call

AeroGrow will host a conference call today, Thursday, August 7, 2008, to review operational results for the quarter ended June 30, 2008.

The conference call is scheduled for 12:00 PM ET. To participate in the call, please dial:

U.S. and Canada:	1 (888) 241-0558
International:	1 (647) 427-3417

A replay of the call will be available within 12 hours of completion. You will be able to access it for the following 30 days through the AeroGrow website at www.aerogrow.com/investors or by phone until September 7, 2008. To access the replay by phone, please dial:

U.S. and Canada:	1 (800) 695-1018
International:	1 (402) 220-7753
Conference ID:	58135575

About AeroGrow International, Inc.

Founded in 2002 in Boulder, Colorado, AeroGrow International, Inc. is dedicated to the research, development and marketing of the AeroGarden® line of indoor gardening products. AeroGardens feature dirt-free, aeroponic technology, allowing anyone to grow farmer's market fresh herbs, salad greens, tomatoes, chili peppers, flowers and more, indoors, year-round, so simply and easily that no green thumb is required. See www.aerogrow.com.

CONTACTS:

Corporate	Investor
John Thompson	Budd Zuckerman
AeroGrow International, Inc	Genesis Select Corporation
(303) 444-7755	(303) 415-0200
john@aerogrow.com	bzuckerman@genesisselect.com

FORWARD-LOOKING STATEMENTS

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements by Jerry Perkins, and/or the Company, statements regarding growth of the AeroGarden product line, optimism related to the business, expanding sales and other statements in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including continued market acceptance of the Company's products or the need to raise additional capital. In addition, actual results could vary materially based on changes or slower growth in the kitchen garden appliance market; the potential inability to realize expected benefits and synergies; domestic and international business and economic conditions; changes in customer demand or ordering patterns; changes in the competitive environment including pricing pressures or technological changes; technological advances; shortages of manufacturing capacity; future production variables impacting excess inventory and other risk factors listed from time to time in the Company's Securities and Exchange Commission (SEC) filings under "risk factors" and elsewhere. The forward-looking statements contained in this press release speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

CONDENSED STATEMENT OF OPERATIONS
	Three months ended June 30,
	2008			2007
Revenue
Product sales	$	6,720,081		$	6,278,685
Operating expenses
Cost of revenue	$	3,686,823			3,575,276
Research and development		725,415			521,819
Sales and marketing		3,449,883			2,920,987
General and administrative		1,518,712			1,255,008
Total operating expenses		9,380,833			8,273,090
Loss from operations		(2,660,752	)		(1,994,405	)
Other (income) expense, net
Interest (income)		(1,050	)		(37,859	)
Interest expense		157,647			66,184
Loss on modification of debt		-			-
Registration rights penalty		-			-
Total other (income) expense, net		156,597			28,325
Net loss	$	(2,817,349	)	$	(2,022,730	)
Net loss per share, basic and diluted	$	(0.23	)	$	(0.18	)
Weighted average number of common
shares outstanding, basic and diluted		12,100,387			11,085,389

CONDENSED BALANCE SHEETS
	June 30,
	2008
ASSETS
Current assets
Cash	$	344,981
Restricted cash		473,275
Accounts receivable, net		2,419,351
Other receivable		323,451
Inventory		4,951,647
Prepaid expenses and other		730,137
Total current assets		9,242,842
Property and equipment, net		1,820,669
Other assets
Intangible assets, net		132,910
Deposits		101,164
		234,074
Total Assets	$	11,297,585
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion  - long term debt	$	1,733,502
Due to factor		-
Accounts payable		4,275,844
Accrued expenses		2,145,248
Customer deposits		244,857
Deferred rent		35,327
Total current liabilities		8,434,778
Long term debt		1,214,507
Stockholders' equity
Preferred stock		-
Common stock		12,100
Additional paid-in capital		44,081,632
Accumulated (deficit)		(42,445,432	)
Total Stockholders' Equity		1,648,300
Total Liabilities and Stockholders' Equity	$	11,297,585

SALES BY CHANNEL (Unaudited)
	Three months ended June 30,
	2008			2007
Product Revenues
Product sales- retail	$	2,642,575		$	4,129,853
Product sales- direct to consumer		3,339,410			2,148,832
Product sales- international		738,096			-
Total sales		6,720,081			6,278,685
Product Revenues
Product sales- retail		39.3	%		65.8	%
Product sales- direct to consumer		49.7	%		34.2	%
Product sales- international		11.0	%		0.0	%
Total sales		100.0	%		100.0	%

SALES BY PRODUCT CATEGORY (Unaudited)
	Three months ended June 30,
	2008			2007
Product Revenues
AeroGardens	$	4,983,416		$	5,643,885
Seed kit and accessories		1,736,665			634,800
Total sales		6,720,081			6,278,685
Product Revenues
AeroGardens		74.2	%		89.9	%
Seed kit and accessories		25.8	%		10.1	%
Total sales		100.0	%		100.0	%