U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No 1

(Mark one)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018                              
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                               
|o | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________________ to________________________.



Commission File Number: 000-52898

URBAN-GRO, INC.

(Exact name of registrant as specified in
its charter)



|Colorado                                                       |            | 46-5158469                                          
|-------------------------------------------------------------- | ---------- | ----------------------------------------------------
|(State or other jurisdiction of incorporation or organization) |            | (IRS Employer Identification No.)                   
|                                                               |            |                                                     
|1751 Panorama Point
        Unit G
        Lafayette, CO       | 80026      | (720) 390-3880                                      
|(Address of principal executive office)                        | (Zip Code) | (Registrant’s telephone number, Including area code)



Securities registered pursuant to Section
12(b) of the Act: None.

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

|Title of each class            | Name of each exchange on which registered
|------------------------------ | -----------------------------------------
|Common Stock, $0.001 par value | none                                     



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

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYesxNo

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.xYesoNo

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).xYesoNo

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 this Form 10-K or any amendment to this Form 10-K.oYesxNo

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



|Large accelerated filero | Accelerated filero        
|------------------------ | --------------------------
|Non-accelerated filero   | Smaller Reporting Companyo
|                         | Emerging growth companyx  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).oYesxNo

State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter on June 30, 2018 was $0.

As of March 29, 2019, the Registrant had
25,654,833 shares of Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s Proxy Statement
for the Annual Meeting of Shareholders to be held on or about May 23, 2019, or such other date as may be selected in the future,
are incorporated by reference in certain sections of PART III.













EXPLANATORY
NOTE





urban-gro Inc. (the “Company”)
is filing this Amendment No.1 on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the year
ended December 31, 2018 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on
April 3, 2019 (the “Original Filing Date”)



The Company is filing this Amendment to
clarify the disclosure under Part II, Item 9A, Controls and Procedures, wherein it indicated that such controls were ineffective
as of December 31, 2018. The Company’s Controls and Procedures were effective on December 31, 2018.



Except for the foregoing, no other changes
have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date and does not reflect events that may have
occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made in the Form 10-K.



























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FORWARD LOOKING STATEMENTS



This amended Annual Report on Form 10-K
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The statements regarding urban-gro, Inc. contained in this Report that are not historical in nature, particularly
those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,”
“anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are
forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could
cause actual results to differ materially from those expressed in such forward-looking statements.



Important factors known to us that could
cause such material differences are identified in this Report. We undertake no obligation to correct or update any forward-looking
statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any future
disclosures we make on related subjects in future reports to the SEC.



































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PART II



Item 9A. Controls
and Procedures.



Disclosure Controls
and Procedures



Disclosure Controls and Procedures–Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Report.



These controls are designed to ensure that
information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,
and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions
regarding required disclosure.



Based on this evaluation, our CEO and CFO
have concluded that our disclosure controls and procedures were effective as of December 31, 2018, at reasonable assurance levels.



We believe that our financial statements
presented in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations,
and cash flows for all periods presented herein.



Inherent Limitations –
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls
and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current
processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous
reporting of financial data.



Changes in Internal Control over
Financial Reporting – There were no changes in our internal control over financial reporting during our fiscal year
ended December 31, 2018, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules
13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



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



Management
Report on Internal Control over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Exchange Act. Those rules define internal control over financial reporting as a process designed 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 the 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 acquisitions, use or disposition of the company’s assets that could have a material effect on the financial statements.                                                                                                                             









3







Because of its inherent limitations, internal
controls 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.



Management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2018. In making this assessment, our management used the criteria
established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).



Based on its assessment, management has
concluded that as of December 31, 2018, our disclosure controls and procedures and internal control over financial reporting were
effective.



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



The exhibits listed in the exhibit index of the Original Report
and the exhibits listed in the exhibit index of this Amendment No. 1 are filed with, or incorporated by reference in, this report.



|Exhibit No. |  | Description                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002             
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002             
|32.1        |  | Certification of Chief Executive Officer and Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350























4







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Annual Report to be signed on its
behalf by the undersigned thereunder duly authorized.



|                        | URBAN-GRO, INC. |                                                                    
|----------------------- | --------------- | -------------------------------------------------------------------
|                        |                 |                                                                    
|Dated: January 21, 2020 | By:             | /s/ Bradley Nattrass                                               
|                        |                 | Bradley Nattrass
        Principal Executive Officer               
|                        |                 |                                                                    
|                        |                 |                                                                    
|                        | By:             | /s/ Richard Akright                                                
|                        |                 | Richard Akright,
        Principal Financial and Accounting Officer
|                        |                 |                                                                    



In accordance with the Exchange Act, this
Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January
21, 2020.



|/s/ Bradley Nattrass        | 
|--------------------------- | 
|Bradley Nattrass, Director  | 
|                            | 
|                            | 
|/s/ Octavio Gutierrez       | 
|Octavio Gutierrez, Director | 
|                            | 
|                            | 
|/s/ Lewis O. Wilks          | 
|Lewis O. Wilks, Director    | 
|                            | 
|                            | 
|/s/ James H. Dennedy        | 
|James H. Dennedy, Director  | 
|                            | 
|                            | 
|/s/ Lance Galey             | 
|Lance Galey, Director       | 
|                            | 
|                            | 
|/s/ James Lowe              | 
|James Lowe, Director        | 
|                            | 





















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