aero-8k1132008.htm
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): November 1, 2008
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50888
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46-0510685
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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6075
Longbow Dr. Suite 200, Boulder, Colorado
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80301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
4.01. Changes in Registrant’s Certifying Accountant.
On
November 1, 2008, Gordon, Hughes & Banks, LLP (“GH&B”)
resigned as the independent registered public accounting firm of AeroGrow
International, Inc. (the “Company”). GH&B
recently entered into an agreement with Eide Bailly LLP (“Eide
Bailly”), pursuant to which Eide Bailly acquired the operations of
GH&B. Certain of the professional staff and shareholders of
GH&B joined Eide Bailly either as employees or partners of Eide Bailly and
will continue to practice as members of Eide Bailly. Concurrent with
the resignation of GH&B, the Company, through and with the approval of its
Audit Committee, engaged Eide Bailly as its independent registered public
accounting firm as of November 1, 2008.
The
report of GH&B on the Company’s financial statements for the fiscal years
ended March 31, 2008 and 2007 did not contain an adverse opinion or a disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In
connection with the audit for the past two fiscal years and through November 1,
2008, there were no disagreements with GH&B on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of GH&B,
would have caused GH&B to make reference to the subject matter of the
disagreements in connection with its audit reports on the Company’s financial
statements.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits. The
following exhibits are filed with this Form
8-K:
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Exhibit
No.
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Description
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16.1
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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.
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AeroGrow
International, Inc.
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By: /s/ H. MacGregor
Clarke
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H.
MacGregor Clarke
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Chief
Financial Officer and Treasurer
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DATED: November 3,
2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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16.1
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