UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549










FORM 10-K/A


Amendment No. 2





ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from   to





(Commission File No.)  001-33531





AEROGROW INTERNATIONAL, INC.


(Exact name of registrant as specified in its charter)





Nevada

46-0510685(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)





6075 Longbow Drive, Suite 200


Boulder, Colorado 80301





(303) 444-7755


(Address, including zip code and telephone number, including area code, of registrant's of principal executive office)





Securities registered pursuant to Section 12(b) of the Act:





None





Securities registered pursuant to Section 12(g) of the Act:





Title of each class:

Name of each exchange on which registered:Common Stock, par value $0.001 per share

OTC Bulletin Board





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoý





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No  ý





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý No  o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K.  o .





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer  o

Accelerated filer o

Non-accelerated filer  o

(Do not check if a smaller reporting company)

Smaller reporting company  ý





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý





The aggregate market value of the voting common stock held by non-affiliates of the registrant as of September 30, 2010 was $1,101,721, the last day of the Company’s most recent second quarter.  For the purpose of the foregoing calculation only, all directors and executive officers of the registrant and owners of more than 5% of the registrant's common stock are assumed to be affiliates of the registrant. This determination of affiliate status is not necessarily conclusive for any other purpose.





The number of shares of the registrant's common stock outstanding as of July 29, 2011 is 19,244,160.





DOCUMENTS INCORPORATED BY REFERENCE





None







AeroGrow International, Inc.


Form 10-K/A


Amendment No. 2


For the Fiscal Year Ended March 31, 2011








Table of Contents











PART IIItem 9A.

Controls and Procedures
4PART IVItem 15.

Exhibits, Financial Statement Schedules
6Signatures
7













EXPLANATORY NOTE





AeroGrow International, Inc. (the “Company”) is filing this Amendment on Form 10-K/A to the Company’s Report on Form 10-K for the fiscal year ended March 31, 2011, originally filed on August 15, 2011, and subsequently amended by Amendment 1 filed on August 22, 2011 (the “Report”).  This Form 10-K/A is being filed for the purpose of: (i) including management’s separate assessment of Disclosure Controls and Procedures in Item 9A. Controls and Procedures as required by Item 307 of Regulation S-K, and (ii) updating the certifications provided by management in Exhibits 31.1 and 31.2 to include the exact wording specified by Item 601(b)(31) of Regulation S-K and to bring the certifications current to this filing date.




Except as described above, no other amendments are being made to the Report.  This Form 10-K/A does not reflect events occurring after the August 15, 2011 filing of the Company’s Report or modify or update the disclosures contained in the Report in any way other than as required to reflect the amendment discussed above.









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Part II





ITEM9A. CONTROLS AND PROCEDURES





We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on our assessment, management has concluded that, as of March 31, 2011, our disclosure controls and procedures were effective.


Management’s Report on Internal Control Over Financial Reporting


The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2011.  In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission’s Internal Control-Integrated Framework.





Based on our assessment, management has concluded that, as of March 31, 2011, the Company’s internal control over financial reporting was effective based on those criteria.





Management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company.  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:





·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;





·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and





·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




4




Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failure.  Internal control over financial reporting can also be circumvented by collusion or improper management override.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.





Attestation Report of the Independent Registered Public Accounting Firm





This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.





Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year ended March 31, 2011 that have or are reasonably likely to materially affect our internal control over financial reporting identified in connection with the previously mentioned evaluation.





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PART IV








ITEM15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





INDEX TO EXHIBITS





31.1*
Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2*
Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002








* Filed herewith







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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





AEROGROW INTERNATIONAL, INC.,

A NEVADA CORPORATIONBy:
/s/ Jack J.WalkerDate:   January 30 , 2012

Jack J. WalkerChairman of the Board











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