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					PPM that Michael wrote for AeroGrow. For use as an example only. We are not lawyers and give advice based on
       our business experience. We recommend that you get a legal review before using for fundraising.

                                                         CONFIDENTIAL

                                       PRIVATE PLACMENT MEMORANDUM

                                         AEROGROW INTERNATIONAL, INC.
                                            4940 Pearl E. Circle, Suite 104
                                                 Boulder, Co 80301
                                                   (303) 444-7755
                                              Michael@mentorcap.net

                                           INVESTMENT OFFERING: $250,000

                                             MINIMUM INVESTMENT $15,000




This confidential private placement memorandum (the "Memorandum") covers an offering (the
"Offering") of shares of Common Stock in AeroGrow International, Inc. (the "Company").

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD ONLY BE
PURCHASED BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. See "subscription agreement" and "risk factors."

THESE SECURITIES HAVE NOT BEEN REGISTERED (QUALIFIED) UNDER THE SECURITIES
ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON
EXEMPTIONS FROM REGISTRATION (QUALIFICATION). THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR BY THE SECURITIES ADMINISTRATORS OF ANY STATE, NOR HAS THE COMMISSION
OR ANY ADMINISTRATORS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                                             July 15, 2003




Memorandum No.: _______________ Name of Recipient ____________________________________



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                                            IMPORTANT CONSIDERATIONS

NO REGISTRATION (QUALIFICATION) STATEMENTS WITH RESPECT TO THE OFFERING
HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES ADMINISTRATORS OF ANY STATE. CONSEQUENTLY, THE BENEFITS
NORMALLY ACCRUING TO INVESTORS FROM A REVIEW OF AN OFFERING BY SUCH
REGULATORY AUTHORITIES WILL NOT BE AVAILABLE TO INVESTORS IN THE SHARES.

THESE SECURITIES ARE BEING OFFERED AND SOLD TO INVESTORS WHO WILL ACQUIRE
THE SECURITIES SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN
CONNECTION WITH, DISTRIBUTION OF THE SECURITIES.

TRANSFER OF THESE SECURITIES IS RESTRICTED BY LAW AND THE SUBSCRIPTION
AGREEMENT. ACCORDINGLY, SHARES SHOULD BE PURCHASED WITH CONSIDERATION
AS A LONG-TERM INVESTMENT.

THE COMPANY WILL ANSWER QUESTIONS FROM INVESTORS AND THEIR ADVISORS
REGARDING THE TERMS AND CONDITIONS OF THE OFFERING AND WILL MAKE
AVAILABLE TO SUCH PERSONS ANY ADDITIONAL INFORMTION WHICH THE COMPANY
POSSESSES OR CAN ACQUIRE WITH REASONABLE EFFORT OR EXPENSE THAT IS
NECESSARY TO VERIFY THE INFORMATION IN THE MEMORANDUM.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION INCONSISTENT WITH
INFORMATION CONTAINED IN THIS MEMORANDUM. ONLY INFORMATION CONTAINED
IN THIS MEMORANDUM SHOULD BE RELIED UPON IN SUBSCRIBING FOR SHARES.

NEITHER THE DELIVERY OF THIS MEMORANDUM OR ANY OTHER DOCUMENT BY THE
COMPANY NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREA IE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET
FORTH IN SUCH DOCUMENT SINCE THE DATE OF SUCH DOCUMENT. HOWEVER, COPIES
OF THIS MEMORANDUM DELIVERED AFTER THE OCCURRENCE OF ANY MATERIAL
CHANGE (OF WHICH THE COMPANY HAS ACTUAL KNOWLEDGE) IN THE INFORMATION
SET FORTH IN THIS MEMORANDUM WILL BE ATTENDED OR SUPPLEMENTED
ACCORDINGLY.

THE COMPANY HAS DELIVERED THIS MEMORANDUM TO A LIMITED NUMBER OF
INVESTORS FOR CONFIDENTIAL USE BY THEM AND THEIR ADVISORS ONLY. ANY OTHER
USE MAY RESULT IN VIOLATION OF APPLICABLE LAWS.

THIS MEMORANDUM CONSTITUTES AN OFFER TO SELL SHARES ONLY TO THE PERSON
NAMED ON THE COVER OF THIS MEMORANDUM, WHO AGREES TO RETURN THIS
CONFIDENTIAL MEMORANDUM TO THE COMPANY IF SUCH PERSON DOES NOT
PURCHASE ANY SHARES. DELIVERY OF THIS MEMORANDUM SHALL NOT CONSTITUTE
AN OFFER TO SELL IN JURISDICTIONS WHERE AN OFFER TO SELL IS NOT AUTHORIZED.

THIS MEMORANDUM CONTAINS SUMMARIES OF VARIOUS DOCUMENTS RELATING TO
THE COMPANY. TIIESE SUMMARIES ARE NOT COMPLETE AND ARE QUALIFIED IN THEIR
ENTIRETY BY REFERENCE TO SUCH DOCUMENTS.




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                                                    TABLE OF CONTENTS

SECTION                                                                                         PAGE

The Prospectus

Summary of the Offering
Terms of the Offering
How to Subscribe
The Company
The Technology
The Products
The Markets
The Competition
Sales & Marketing
Copyright and Patent Matters
Management Team
Science Board of Advisors
Manufacturing
AeroGrow Balance Sheet
Description of the Securities
Use of Proceeds
Risk Factors

Exhibits

Exhibit A: Subscription Agreement




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                                             SUMMARY OF THE OFFERING

The following is a brief summary of this Private Placement Memorandum. The entire Memorandum,
including exhibits, should be read and considered by the prospective investor before making a decision to
subscribe for shares of Common Stock in AeroGrow International, Inc.

Offering Objective
The Company intends to use the funds raised for the continued development and marketing of a low cost,
proprietary consumer product which enables users to grow their own fresh, organic vegetables, herbs,
plants and flowers, year round right from their own kitchens. The Company's ultimate objective is to
continuously increase its value, potentially culminating in a highly profitable return to the investor
through a public offering or acquisition.

Offering

AeroGrow International, Inc. ("Company") is offering up to 750,000 shares ("Offering") of Common
Stock at $0.333 cents per share. The minimum investment size for each investor is 45,000 shares for
$15,000. The offering will terminate September 15, 2003, unless extended up to an additional 120 days
by the Company at its discretion. See "Terms of the Offering" and "Description of the Securities."

The purchase price of the common stock is payable in full upon delivery of the Subscription Agreement.
See Exhibit "A."

Risk Factors
An investment in the shares involves risk and their purchase should be considered only by those persons
who can afford to sustain a loss. See "Risk Factors."

Use of Proceeds
The proceeds of the Offering will be used for further product development, marketing, and corporate
operations. See "Use of Proceeds".




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                                                TERMS OF THE OFFERING

The Company is offering a maximum of $250,000 through its officers and directors (who will receive no
compensation for such efforts).

The Company is offering its common stock at $0.33 cents per share with a minimum investment size of
$15,000, for 45,000 shares of common stock.

The offering will terminate September 15, 2003, unless extended up to an additional 120 days by the
Company at its discretion. The Company can extend the offering and raise more than $250,000 at its
discretion.

The shares are considered sold by the Company when subscriptions are accepted by the Company. The
Company may reject subscriptions in whole or in part for any reason, but subscribers may not revoke
subscriptions.

Affiliates of the Company may purchase common stock in the Offering (which shares would be counted
toward the required number of shares to be sold in the Offering), but are under no obligation to do so.
"Affiliates of the Company" are persons that directly or indirectly have a relationship with the Company.


                                                     HOW TO SUBSCRIBE

Investors may subscribe for shares of common stock by mailing or delivering to the Company a
completed and signed Subscription Agreement (Exhibit "A") together with a check for the amount
subscribed. The check should be made payable to "AeroGrow International, lnc." All Subscriptions are
irrevocable.




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                                                         THE COMPANY

AeroGrow International, Inc. (the "Company"), is currently developing a low cost, consumer-based,
Kitchen Crop Appliance™, using state-of-the-art Aeroponic agri-technology for dirt-free. "kitchen-clean"
growing of nutritious, organic herbs and vegetables, year round.

The Company has acquired and filed for a patent on certain Aeroponic technologies. The company
intends to develop several consumer Aeroponic products (the "Products") beginning with the AeroGrow
Kitchen Garden™, which incorporate this technology.

The Company intends to manufacture and market these Products to the public through direct marketing,
catalogues, various specialty retailers and mass retailers into the Kitchen Products (housewares) market,
the Home Gardening market, and the healthy eating/organic food markets

The Company intends to market its products first In the United States and Canada. followed by Western
Europe and Japan

The Company, founded by Mentor Capital Consultants, Inc., began operations in July, 2002. The
Company's offices are shared with MentorCap and are located at 4940 Pearl East Circle, Suite 104,
Boulder, Colorado 80301, and its telephone number is 3037755. The e-mail addressisinfo@aerogrow.com




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                                                      THE TECHNOLOGY

Aeroponics is a growing system that has evolved from Hydroponics, a highly successful growing method
where plant roots are suspended and grown in water instead of soil

Aeroponics was developed in Israel in the 1980's where poor soil and little water encouraged scientists to
develop a radically new and more effective method for growing vegetables year round without soil, using
95% less water.

This research and development effort led to a revolutionary breakthrough in crop production known as
Aeroponics. Aeroponics has been proven by NASA to be the fastest, highest yielding crop production
method in the world and is considered the most environmentally friendly growing method known.

Where Hydroponics grows plants in water without soil Aeroponics uses a breakthrough technology to
grow healthier, more abundant plants in air instead of soil or water.

Plant seeds sprout into a 100% humidity, highly oxygenated Aeroponic growing chamber where plant
roots are automatically misted at frequent intervals with optimum levels of nutrients and water for
maximum growth.

The reason Aeroponically grown plants grow faster than soil-based plants is because plant roots are
provided the best possible growing conditions on the planet, suspended in an oxygen rich, high humidity
growth chamber and treated to a near perfect "rain forest" environment. Roots are automatically misted
and bathed with an ideal nutrient solution and water at frequent intervals, providing an abundance of
water, oxygen and nutrition for the healthiest, most vibrant plant growth possible.

Aeroponics featured at Disney's EPCOT Center and NASA
To date, Aeroponic technology has been used in many hobby and large-scale, commercial growing
facilities worldwide. Aeroponics is featured at Disney World's Epcot Center in "The Land" exhibit and
has been researched and tested by NASA for use in space farming.

Current technology limits consumer applications
Aeroponics technology has not seen wider usage due to several limiting factors. Principally, the
mechanics of the nutrient delivery systems needed to properly mist the plant roots have been too
expensive, too noisy and too high maintenance to be used in a mass marketed, kitchen-based consumer
product of convenient size.

Current Aeroponic systems require a sophisticated nutrient delivery system to create and distribute a
highly oxygenated, fine nutrient mist. The mist requires a micro-droplet size from 50 to 100 microns that
must be uniformly distributed thoroughly to all areas of the growing chamber, sufficiently bathing plant
roots with the nutrient solution.

To create and distribute the nutrient mist properly, current Aeroponic systems have required high-pressure
tubing with numerous spray nozzles, spaced at precise intervals, surrounding the inner growing chamber.
This requires expensive, high-pressure pumps to deliver nutrient solution through the tubing, forcing it
through numerous spray nozzles simultaneously ... converting the nutrient solution into an atomized mist
that is sprayed onto the plant roots.

This current system results in numerous problems, including high cost, complexity, nozzle clogging and
unacceptable noise levels. These primary factors have created significant barriers to entry for the



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development of a low cost, low maintenance, consumer-sized Aeroponic system that is attractive and
quiet enough for in home, kitchen use.

AeroGrow's Problem-Solving Nutrient Delivery System
To develop a nutrient delivery system that could be used in a consumer Aeroponic unit, AeroGrow
researched, consulted with and recruited some of the world's foremost authorities in Aeroponics and
Hydroponics (See Science Board of Advisors, page 19).

This panel of experts, combined with the management team's extensive expertise in consumer product
design and development, led to the creation of a breakthrough, patent pending approach to the nutrient
delivery system. The Company believes that this revolutionary design solved the core problems inherent
in the existing systems.

AeroGrow's revolutionary system eliminates the need for high-pressure pumps, interior perimeter
plumbing tubes and high-pressure valves and nozzles. AeroGrow's breakthrough design uses a far
simpler, more reliable, low-pressure Aeroponic nutrient delivery system .... highlights include:

Much smaller, low cost motor required:
Current systems require bulky, expensive, high powered, high pressure, AC motor and pumps.

                               The AeroGrow system is powered by a small, inexpensive,
                                         low voltage, DC motor and pump

Eliminates high-pressure spray nozzles and tubular plumbing systems:
AeroGrow's nutrient delivery system eliminates the need for the complex lITIgation, plumbing and spray
nozzles that surround the current Aeroponic growing chambers.

                   This AeroGrow system uses a proprietary, low cost, low power, centralized,
                              spinning centrifugal force nutrient delivery system.

The AeroGrow System has no nozzles to clog:
Spray nozzles in current systems periodically clog with organic nutrient particles, blocking the spray and
resulting in dry root zones, "dead spots" and uneven or poor plant growth. Periodic preventive
maintenance is required to prevent this clogging.

          With the AeroGrow system the rapidly spinning centrifugal force causes the nutrient
          solution to ricochet in multiple random directions from multiple sources, completely
          surrounding and bathing plant roots in a 360-degree mist, with no dead spots and no
          clogging - a more reliable, more robust, and virtually maintenance free system.

AeroGrow filed its comprehensive utility patent for its breakthrough Aeroponic nutrient delivery system
on September 24, 2002.

The Company believes that its patent pending system makes possible the creation of the world's first low
cost, low maintenance, whisper-quiet, consumer Aeroponic kitchen garden.




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                                                         THE PRODUCTS

The Company intends to market a complete line of Aeroponic home gardening products including:

         The AeroGrow Kitchen Garden - $99 - Our flagship, kitchen countertop model.
         The Solar Powered, Outdoor Garden - $399 - Powered by the sun, it can be used off the grid
          for indoor or outdoor, large capacity I high output crop production. It has more than three times
          the growing surface of the countertop model for growing abundant crops on patios, decks and
          sunrooms. It is especially valuable for remote areas throughout the world with little or
          inconsistent access to power sources or countries with different electrical standards.

Each sale of an AeroGrow unit creates a potential lifetime customer for ongoing sales of seeds, nutrient
capsules and more.

         Organic seeds - Selected for optimal performance in Aeroponic gardens.
         AeroGrow organic nutrient capsules - For maximum plant growth in AeroGrow's Aeroponic
          gardens.
         AeroGrow pre-packaged garden sets - "Plug 'n Play," ready to grow, pre~ seeded grow plugs,
          with a variety of plants selected for different consumer preferences such as "The Italian Salad
          Bowl Collection," "The Salsa Selection," "The Spring Baby Green Mix," "The Mediterranean
          Mix," etc.
         AeroGrow Kitchen Gourmet and Garden Club -- $4.95 per month or annual prepay of $50 per
          year •• The club offers AeroGrow the potential for highly profitable ongoing subscription
          revenues, while offering members a yearly supply of seeds and nutrient capsules for growing
          bountiful crops all year. Members also receive "seeds of the month," gourmet vegetable or herb
          seeds specially selected for use in the AeroGrow Kitchen Garden™. In addition members receive
          a monthly newsletter filled with tips, recipes, growing contests, a reader's section with success
          photos and stories, and private, "members only" web access to an expert-facilitated community
          chat room.

An AeroGrow second phase product rollout is planned to include:

A $49, compact, specialty model, packaged and targeted for the following high volume niche markets:

         The AeroGrow Herb Garden - $49 - Designed to grow fresh, gourmet herbs like basil, dill,
          Italian parsley, cilantro, oregano, thyme and lavender, etc.
         The Magic Garden - $49 - A simple, easy-to-use, children's garden - great for introducing kids
          to the cycles of life and the wonders of nature.
         The Aromatic Garden - $49 - A sensual potpourri of beautiful and aromatic flowers and herbs.
          Designed for use in retail stores. salons, executive and professional offices such as doctors,
          dentists, lawyers, etc.
         The Cat Cafe - $49 - For cat lovers who want to easily grow their own organic catnip and cat
          grass for the fun and health of their pets.

Other intended add-on product accessories
    The AeroGrow Transplanter - $49 - An overflow, transplant growing unit. The basic
        AeroGrow Kitchen Garden can be used as an ultra-high-output crop production system, which if
        desired, can substantially out-produce its available growing surface. The AeroGrow Transplanter
        is specifically designed as an inexpensive companion product to maximize the accelerated yield



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          of the main kitchen garden by allowing consumers to easily transplant maturing tomatoes, pepper,
          lettuces, etc., into these overflow companion products.
         Plant grow lights are intended to be available for all AeroGrow models. Grow lights create an
          optimal environment for locations with poor sun exposure and maximize plant growth when used
          in combination with natural sunlight.

The major features of the AeroGrow product line:
    The AeroGrow Kitchen Garden™ and other AeroGrow products are easy for anyone, with or
      without gardening experience, to enjoy homegrown organic food, year round, for themselves and
      their families.
    The AeroGrow Kitchen Garden™ and other AeroGrow products allow year round growing,
      unconstrained by short growing seasons or inclement weather. This will appeal to gardeners in
      colder climates who would like to raise homegrown organic vegetables year round.
    The AeroGrow Kitchen Garden™, with its use of Aeroponic technology, requires no dirt,
      making it a very clean way to grow.




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                                                          THE MARKETS

The Company believes that the AeroGrow Kitchen Garden™ will appeal to a broad spectrum of the
population, including 5 major consumer market groups:

The kitchen products market: A $40 billion dollar annual market of consumers who show a
predisposition for purchasing kitchen products that offer healthier, tastier, homemade food (buyers of
bread machines, pasta makers, food dehydrators, George Foreman grills, etc.).

The home gardening market: Includes both experienced and inexperienced gardeners with 100 million
active gardeners and $70 billion in annual sales. Categories in this market are:

         Gardeners that grow and eat their own homegrown herbs and vegetables but can 'f grow year
          round due to long winters and short growing seasons.
         City dwellers with no space for gardening and minimal living space, such as condo or apartment
          residents.
         Novice gardeners who want to grow their own vegetables and herbs but lack the time, experience
          or "green thumb" to do it.

The healthier eating. organic food. weight loss markets: Sales of healthy fresh vegetables and organic
produce are booming and organics are becoming more and more mainstream (sales of organic foods alone
is doubling every few years). 64% of all Americans are overweight, spending tens of billions on weight
loss and looking for new ways to eat healthier. All three of these markets have combined consumer
spending (over $100 billion dollars, and the AeroGrow Kitchen Garden™ provides a revolutionary
product that puts healthy eating right at the consumer's fingertips.

The gift market: Our initial market research shows that the AeroGrow Kitchen Garden™ is appealing to
both men and women across a wide range, of ages and interests. We plan to promote it heavily as a gift
product for Christmas, Mother's Day, Birthdays and special occasions.

International sales potential: Europe and Japan with huge, often dense populations, considerably less
farmland and increasing demands for fresh, organic foods, are enornous natural markets for the
AeroGrow product line. The solar powered unit circumvents the variable voltage requirements found
internationally, making it ideal for the international market. International retail distribution is planned for
2004.




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                                                      THE COMPETITION

There is currently no direct competition for a low-priced, consumerized version of an Aeroponic Garden.
There are currently higher priced, "hobbyist" and commercial units on the market, ranging in price from
many hundreds of dollars to thousands of dollars each. These units are more complicated to use, are
noisier, larger, are not styled for in-home use, and are often not suited for full term growing.

The Aeroponic industry is fragmented, made up of a few "mom and pop" companies producing these
more expensive and complicated units for the dedicated hobbyist or commercial growers.

Peripheral competition also exists from hydroponic growing units. These novelty or hobby systems range
in price from $39 to thousands of dollars, and usually require the use of messy, algae attracting growing
media.

The Company believes that its patent pending nutrient delivery system offers a significant barrier to entry
to the production of competing, low cost, Aeroponic systems.

The Company intends to market its Products nationally and internationally. Initially, the Company
anticipates focusing in the United States and Canada in 2003, followed by Europe and Japan in 2004.




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                                                  SALES AND MARKETING

The Company intends to begin marketing with a national public relations campaign, followed by a sales
launch through direct-to-the-consumer marketing methods such as direct mail, print ads, radio, TV, World
Wide Web, QVC, Home Shopping Network and infomercials ... .followed by a rollout to select catalogers
and retailers. We intend to target catalogers like The Sharper Image, Williams Sonoma, The Chef,
Gardeners Supply Company, etc., and mass retailers such as Wal-Mart, Home Depot, Target, Costco and
others. AeroGrow currently has no relationships established with any of these companies.

The Company's management has extensive experience in these types of product rollouts, having
introduced several multi-million dollar products to the consumer marketplace using similar strategies.




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 13 of 27
                                        COPYRIGHT AND PATENT MATTERS

The Company filed a comprehensive utility patent, US Patent Pending # 10-253-505. with the US Patent
Office on September 24, 2002 for its revolutionary nutrient delivery system.

In current Aeroponic systems a sophisticated nutrient delivery system is necessary to properly create and
distribute a highly oxygenated nutrient mist with a micro-droplet size of no smaller than 50 microns and
no larger than 100 micron (the ideal size for maximum plant growth). Additionally, the oxygenized mist
droplets must be distributed consistently and thoroughly to all section of the growing chamber to allow
plant roots to become sufficiently bathed in the nutrient solution.

The current Aeroponic systems also require expensive, noisy, high-pressure pumps, plumbing and nozzles
to effectively atomize and distribute a proper mist. This has prevented the introduction of a 10w~cost,
consumer friendly, in-home unit.

AeroGrow's Patent Pending nutrient delivery system uses a revolutionary, low cost and low pressure
spinning centrifugal mesh system to oxygenate, atomize and distribute the nutrient mist AeroGrow's
simpler, more effective system is far quieter and costs significantly less to produce than other systems,
enabling AeroGrow to bring to market a low cost, in-home consumer Aeroponic system.

AeroGrow patent counsel fully expects to be granted a comprehensive utility patent for the invention.




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                                                    MANAGEMENT TEAM


Michael Bissonnette: President and CEO

Michael Bissonnette has been the founder and CEO of three multi-million dollar consumer product
companies over the last 25 years, two of which became sizeable national and international corporations,
specializing in the funding, development and marketing of breakthrough, technology-based consumer
products. He has raised more than $25 million both privately and publicly for his ventures. He has taken
two of his companies public and has negotiated the multi-million dollar acquisition of a third company.

Mr. Bissonnette's extensive consumer marketing experience encompasses retail sales distribution and
direct-to-the-consumer marketing, including direct mail, radio, television and long form infomercials. He
brings hands-on skill in the use of broadcast media having conceived, developed and produced numerous
successful radio and television commercials.

Jerry L. Gutterman: Chief Financial Officer

Jerry L. Gutterman has more than 30 years of senior management experience. He has been CEO of a $15
million dollar international consumer security products company, the CFO of a $23 million dollar
international consumer electronics company (which he was instrumental in taking public), and Director of
Operations and Chief Financial Officer of a $36 million dollar national home health care retailer of
medical products and services. Prior to that, Mr. Gutterman was the Treasurer and Controller of a $90
million dollar retailer. Mr. Gutterman is a CPA and has a Bachelor of Science degree from the University
of California at Los Angeles.

John Thompson: Director of Marketing

John Thompson brings to the Company over 20 years experience in management, direct marketing, sales
management and advertising.

Mr. Thompson's most recent experience was as Director of Marketing for Productivity Point International
(PPI), a $150 million dollar a year direct marketing and direct sales company in the consumer and
business training industry.

Prior to PPI, Mr. Thompson was Sales and Marketing Manager for CareerTrack, a local high profile.
direct marketing company with $80 million in revenues. CareerTrack was known for using innovative
direct mail and telesales methods to sell personal and professional growth products to the consumer and
business markets. For 10 years Mr. Thompson was a key player, holding senior management positions in
sales and marketing during CareerTrack's high growth years, when the company skyrocketed from $40 to
$80 million in sales in just 4 years.

In addition, Mr. Thompson was the founder and President of Innovative Marketing Solutions, a marketing
consulting agency to entrepreneurial and high-tech companies.




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Henry Madden - Director of Industrial and Mechanical Design

Henry brings us more than 20 years of product design, engineering and management experience with
consumer products, telecommunications, sports fitness, and medical and industrial instrumentation. Henry
has practical, hands on experience in taking products from concept to volume manufacturing, handling all
aspects of tooling and production around the world. He has been personally responsible for the
development of more than 200 products.

At Lathrop, a prominent engineering firm in the silicon valley, Mr. Madden managed a team of 25
designers, engineers and technicians, designing products such as telephones, pagers, Personal Digital
Assistants (PDA's), exercise machines and Magnetic Resonance Imagers (MRI's) for clients like TYCO,
Reebok, Teledyne WaterPik, Hitachi, Fujitsu, JetStream Communication and Hello-Direct.

Most recently, Mr. Madden managed a team of industrial and mechanical designers for six years as the
Program Director for Volan, a local, Boulder-based product design team.

Henry is a member of the Society of Plastic Engineers and the Industrial Design Society of America. He
is a published expert on designing with "Thin Wall Plastics" and has been awarded multiple global
patents in a variety of industries, including music, child safety and computers.

Bob Wainwright: Product Manager

Bob Wainwright has over 25 years of design, production and manufacturing experience in the consumer
and commercial marketplace. As founder and owner of Wainwright Design Company, he conceived,
designed, prototyped, and manufactured many unique consumer products in a variety of industries
including the agricultural, toy, and home products industries. He has received design training from
Haliburton College and has been at the cutting edge of computer design since 1989.




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                                        THE SCIENCE BOARD OF ADVISORS

The Company has assembled a world-renowned Scientific Board of Advisors who are experts in
Aeroponics and soil-less growing. This Board of Advisors helped AeroGrow in the development of its
revolutionary nutrient delivery system and offers ongoing feedback, testing and guidance to the Company
in its development process.

Richard Stoner

In 1983 Richard Stoner founded the first company in the world to develop and market a commercial
Aeroponic growing system, Genesis Technologies, Inc. and was granted the first US Aeroponic patent for
the Genesis Growing System in 1985. Mr. Stoner, with over 20 years experience in the research,
development and marketing of Aeroponics systems, is known today world wide as one of the leading
experts in the commercialization of Aeroponics technology. He is known as the "father of the Aeroponics
industry.

Since founding his first Aeroponics company in 1982 and his second in 1992, (today known as
AgriHouse), Stoner has sold thousands of commercial Aeroponic systems worldwide. After years of
groundbreaking research and development and continual refinements, Stoner is currently on the 9th
version of his commercial Aeroponic system.

Stoner's Aeroponic plant growth technology attracted the attention of scientists at NASA, who helped
fund continuing research and development of the Aeroponic technology in the late 90's for its potential
use in food cultivation in outer space. Tested by NASA, Stoner's advanced Aeroponic technology
outperformed an other known growing methods, producing 82% more biomass (food) in the same period
of time.

Richard Stoner brings the Company an invaluable knowledge base of all facets of the Aeroponics
business, including the technology, practical applications, common issues and solutions. He is grounded
in 20 years of hands on research and development with thousands of real world customers.

Dr. Lee Sing Kong

Dr. Lee, with a PhD in Botany from the University of Singapore, is one of the foremost international
authorities in the technology, design, production, and use of Aeroponic growing systems. Mr. Lee
recently won the Innovation of the Year award from the Singapore Economic Board for his development
of an Aeroponic process for use in densely populated city environments.

Dr. Lee has used this technology as a foundation for a company named Aero-Green Technology, Ltd.,
located in Singapore. This company pioneered the world's first mass producing, Aeroponic, gourmet
vegetable farm using Lee's Aeroponic growing technology. Today, Aero-Green is the world's largest
Aeroponic vegetable farm, producing over 120,000 heads of Butterhead lettuce each month, along with
numerous other Aero-Green gourmet and high nutrient vegetables such as Chinese Dwarf Cabbage and
Brassica, which are sold to restaurants and supermarkets in the Pacific Rim.

The Aeroponic farm, a major tourist attraction that draws more than 10,000 visitors each month, was
recently awarded the Urban Agriculture Award 2000 by the United Nations for its ground breaking
technology. This technology allows large quantities of food to be produced in urban environments with
very low water requirements.




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 17 of 27
Dr. Lee has also received numerous awards for his use of Aeroponics in Restoration Ecology and Urban
Forestry. Dr. Lee, currently Dean of the Graduate Programs and Research, was formerly the Head of the
Biology Division, School of Science, and the Head of Biotechnology at Polytechnic.

Dr. Henry Robitaille

Dr. Henry Robitaille is known world wide for his contributions to the Science of Aeroponics, primarily
through his work at the Disney's Future World exhibit, called "The Land, to at Epcot Center, and his work
on the world-renowned Biosphere project.

Dr. Robitaille worked with Disney's Epcot Center for 20 years. As Epcot's Director of Science and
Technology and Agricultural Manager for "The Land," Dr. Robitaille was one of the primary individuals
responsible for the design and development of Disney's "The Land" exhibit. "The Land" is a 2-acre,
working greenhouse, demonstrating cutting edge, "future world" Aeroponic and Hydroponic plant
growing techniques. As the Agricultural manager for the Land, Dr. Robitaille was also responsible for all
facets of management of this space age farm and crop production research and demonstration facility.
This included all the research and development of new soil-less growing technologies and its ongoing
maintenance and troubleshooting.

"The Land" receives millions of visitors each year while producing more than 20,000 pounds of
vegetables and herbs annually for use in Disney's upscale restaurants. In addition, it provides a valuable
research laboratory for new and improved soil-less growing methodologies for leading scientists from
around the world, exploring alternative technologies and methods for increasing food production in
impoverished regions of the world.

Dr. Robitaille was also a consultant involved with the research and development of Biosphere 2
(Biosphere 1 is our earth), the largest enclosed, controlled environment growth and measurement facility
available for earth systems research. The Biosphere encloses a complete ecosystem, complete with a
rainforest, an ocean with a coral reef, desert, savannah and marshland.

Dr. Robitaille has a Ph.D, in Horticulture and Plant Physiology from Michigan State University.

Dr. Howard Resh, Ph.D.

Dr. Howard Resh, a PH.D in Plant Science, is an international leader on soil-less growing technologies.
Dr. Resh has written more books about growing plant without soil than anyone in the world, having
authored four books and dozens of scientific and popular papers on the subject.

Resh's best selling published books include what is considered the "Bible" of soil-less food production,
the 500+ page Hydroponic Food Production (now in it's 6th edition).

Resh was recently pictured on the cover of the world's leading magazine for soil-less gardening, The
Growing Edge (September, 2002), for his work in the design, development and management of a
hydroponic greenhouse that grows gourmet food for a CuisinArt hotel, resort and spa complex in
Anguilla. BWI.

Prior to this, Resh worked for decades as Technical Director and Manager of a variety of vegetable and
herb, hydroponic crop production facilities around the world, in the US, Canada, Taiwan, Venezuela and
the British West Indies.




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 18 of 27
                                                       MANUFACTURING

The Company is currently in negotiations with numerous Chinese manufacturers regarding the tooling,
manufacture, assembly and packaging of the AeroGrow product line. From these discussions, it is
expected that the Company will be able to manufacture the product to its specifications within an
acceptable price range for its targeted margins.




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 19 of 27
                                         AEROGROW INTERNATIONAL, INC.
                                               BALANCE SHEET
                                              SEPTEMBER 30, 2003

Assets
   Cash
   Subscriptions Receivable
   Fixed Assets
   Research & Development Costs
   Deposits
TOTAL ASSETS

LIABILITIES & STOCKHOLDER'S EQUITY LIABILITIES

LIABILITIES
   Accounts Payable
   Accrued Expenses
   Deferred Expenses
   Due to Parent
      Total Liabilities

STOCKHOLDERS EQUITY
   Common Stock shares outstanding, par value $
   Additional Paid-In Capital 1,318,844
   Retained Earnings (296,213)
   Net Loss (641.288)

          Total Stockholder’s Equity

TOTAL LIABILITIES & STOCKHOLDER’S EQUITY




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 20 of 27
                                         DESCRIPTION OF THE SECURITIES

The Company is offering an investment in its shares of $.001 Par Value Common Stock. Each share is
being offered at $0.333 cents with a minimum investment size of $15,000 (45,000 shares).

The Company may choose at its discretion to accept less than the minimum subscription of $15,000.
All outstanding Common Stock has been duly and validly authorized and issued, and is fully paid and
non-assessable.

Each holder of Common Stock is entitled to one vote for each share so held and votes together as a single
class, except as otherwise required by law.




                                                      USE OF PROCEEDS

The gross proceeds to the Company from a completed Offering will be a minimum of $250,000. All
proceeds from this offering will go toward further research and development and related product
engineering marketing and working capital.

Net proceeds of the Offering may be invested in short-term, high-quality, interest bearing securities or
accounts.




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 21 of 27
                                                         RISK FACTORS

THE FOLLOWING FACTORS, AS WELL AS ALL OTHER MATTERS SET FORTH IN THIS
MEMORANDUM, SHOULD BE READ PRIOR TO MAKING ANY INVESTMENT IN THE SHARES
OF COMMON STOCK:

New Company/No Sales To Date/Future Capital Requirements: While certain directors and executive
officers of the Company have prior experience in the consumer products industry (see "Management"),
the Company is new, has not yet commenced sales and has no "track record" upon which investors may
evaluate the likely performance of the Company. The Company will be subject to all the risks associated
with a new enterprise in its early development stage. Accordingly, there can be no assurance that the
Company's operations will prove profitable. The Company will depend upon the proceeds of the Offering
to develop its business. There can be no assurance that the Company will complete this offering, which
may leave it with insufficient funds to develop its business.

Additional Financing: If additional funds are required to develop the business, there can be no assurance
that such funds will be available on terms favorable to the Company, if at all and further dilution to the
existing stockholders may result.

Risks of Expansion: If the Company is successful in generating initial sales and achieves rapid growth,
there will be business risks involved in expansion, including the need to recruit, train and manage
additional employees, to recruit qualified managers, to upgrade and improve its operational and financial
systems and supply necessary working capital. Any failure to expand these areas and to implement and
improve such systems, procedures and controls in an efficient manner at a pace consistent with the
Company's business could have a material adverse effect on the Company's business, financial condition
and results of operations. There can be no assurance that required financing or personnel will be available
when needed or, if available that terms will be attractive to the Company and to investors in this offering.

Marketing and Sales Risks: The Company believes that an adequate market exists for the products that
it intends to offer but there can be no assurance of that. Markets and consumer tastes change over time.
Consequently, the Company will have to continually monitor market trends and adjust its offerings to
meet changing conditions. There can be no assurance that it will be successful in entering the market or in
adjusting to new conditions.

Competition: At this time in the hydroponics industry, we have not identified any other products that
offer direct competition to the products described herein. While marketing research has been extensive,
there are no guarantees that such products may not currently exist or will not be developed in the future
by better financed companies.

Reliance on Management and Key Personnel: The Company has no employment agreements with any
of its personnel. The Company is heavily dependent upon the continued services of its present officers
and directors. The loss of any personnel could be materially damaging to the Company.

Concentration of Stock Ownership; Upon completion of this Offering, the management of the
Company will still own a significant percentage of the common stock of the Company. As a result, the
management will be able to exercise significant influence over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate transactions, and will have veto
power with respect to any stockholder action or approval requiring a majority vote. Such concentration of
ownership also may have the effect of delaying, preventing or deterring a change in control of the
Company.



We are not lawyers and advise you to get a legal review of the document before raising money.   Page 22 of 27
Restricted Securities: Any securities sold by the Company will be sold pursuant to the exemptions
claimed under the Securities Act of 1933 and certain state securities laws. The shares may not be resold
unless they are subsequently registered through a public offering or an exemption from registration is
available.




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 23 of 27
Other Risk Factors that BFS clients have added in this section (included for
your consideration.)

No Prior Operating History or Financial Information: The Company is in the start-up phase of its
operation and has limited history of operations. Therefore, we can only provide limited financial
information that is based on our projections. These projections are based on financial assumptions.
Actual results may differ materially from those included in our financial projections that are currently
available.

Use of Investor Proceeds: The Company will use the proceeds from the Shares to expand operations,
develop the company, and expand into new markets. All investor proceeds will be deposited into the
Company bank account and will be immediately used to fund the operations of The Company.

Because the Offering is not underwritten, we may be unable raise the minimum capital amount: The
offering is being made without the services of an underwriter and is being made on a “best efforts” basis
by our organizers, directors, and executive officers. Accordingly, no one is obligated to purchase or take
for sale any of the Shares, and we cannot guarantee you that we will be able to sell at least the minimum
number of shares of our common stock. You will be unable to withdraw your subscription funds at any
time without the approval of the Company.

Determination of the Offering Purchase Price was arbitrary and is not a determination of fair market
value: Because The Company has limited operating history, we could not set the Offering price with
reference to historical measures of our financial performance. Therefore, we set the purchase price of
$0.333 per share arbitrarily. We did not retain an independent investment banking firm to assist in
determining the other recognized criteria of value. We cannot assure you that you will be able to resell
any shares that you may buy in this Offering at a price equal to or higher than the Offering price.

Shares of our common stock are not insured deposits: The shares of our common stock are not deposits
and, accordingly, are not insured or guaranteed against loss by the FDIC or any governmental agency.
Your investment is subject to investment risk, and you must be capable of affording the loss of your entire
investment.

You will incur immediate and substantial dilution in the book value per share of any shares you
purchase in the Offering: If you purchase Shares in the Offering, we expect that you will experience an
immediate and substantial dilution of the book value per share of your investment as a result of our
organizational and other expenses, including Offering expenses. That means that the price you pay for
the shares that you acquire in the Offering will be higher than our net book value per share after the
Offering, the payment of organizational and Offering expenses, and the purchase of the common stock of
The Company.

Your share ownership may be diluted in the future: Our Articles of Incorporation authorizes the
issuance of up to XXX shares of common stock and provides that the shareholders do not have any
preemptive rights. Any authorized, but unissued shares following the Offering will be available for
issuance by our board of directors.

There will be material limitations on your ability to transfer any shares that you purchase in the
Offering: The offer and sale of Shares have not been registered under the Securities Act or any state
securities laws in reliance on exemptions therefrom. The Shares will constitute “restricted securities”
within the meaning of the Securities Act and such other laws. Consequently, no resale or transfer of such


We are not lawyers and advise you to get a legal review of the document before raising money.   Page 24 of 27
shares may be made after the purchase thereof unless the shares are subsequently registered under the
Securities Act and other applicable securities laws or unless an exemption from such registration is
available at the time of sale or transfer, such as the exemption provided by Rule 144 adopted by the SEC.
Generally, the exemption provided by Rule 144 will not be available until you have held the Shares
purchased in the Offering for one year. Any exempted transaction must be made under such
circumstances as, in the opinion of counsel for or counsel satisfactory to the Company, do not at the same
time require registration under the Securities Act or such other state securities laws. The securities
offered hereby will bear a restrictive legend to such effect. Each investor must treat the securities as a
long-term investment and expect to bear the economic risk of the securities for an indefinite period.
Investors must also be able to bear the loss of the investment in such securities.

We may not be able to raise additional capital on terms favorable to us: In the future, should we need
additional capital to support our business, expand our operations, or purchase equipment, we may not be
able to raise additional funds through the issuance of additional shares of common stock or other
securities. Even if we are able to obtain capital through the issuance of additional shares of common
stock or other securities, the sale of these additional shares could significantly dilute your ownership
interest and be made at prices lower than the price at which we are selling the shares in this Offering.

Our organizers, directors, and executive officers currently own over 50% of the Company’s Shares:
The organizers, directors, and executive officers currently own 16,000,000 shares of the Company’s
30,000,000 shares available designated in the Articles of Incorporation (30,000,000 shares)

Leasing of Scheduling/Billing Software: The Company is leasing the software that handles the online
registration of customers and their scheduling. We are reliant on this software to provide




We are not lawyers and advise you to get a legal review of the document before raising money.   Page 25 of 27
                                     EXHIBIT "A" SUBSCRIPTION AGREEMENT

                                                   AeroGrow International, Inc.
                                                  4940 Pearl East Circle Suite 104
                                                        Boulder, CO 80301
                                                          Aerogrow.com

1. SUBSCRIPTION

  The undersigned hereby subscribes for shares of Common Stock in AeroGrow International, Inc. (the
  "Company"), whose purpose is to research, develop, manufacture and market Aeroponic consumer
  products.

2. Representation and Warranties

  The undersigned represents and warrants that:
      a. The undersigned and the undersigned's professional advisor, if any, have carefully reviewed the
         private offering memorandum ("Memorandum") covering an offering of shares in the Company
         (the "Offering").
      b. The Company, its officers, directors and employees has satisfactorily answered all questions from
         the undersigned and the undersigned's professional advisor regarding the Offering and made
         available to them any additional information necessary to verify the information in the
         Memorandum.
      c. The undersigned has relied solely upon the information contained in the Memorandum in
         subscribing for shares of Common Stock.
      d. The undersigned understands that the Company may reject subscriptions in whole orin part for
         any reason, and that all funds from rejected subscriptions will be returned without interest or
         deduction. Also, subscribers may not revoke subscriptions.
      e. The undersigned understands that the Offering will terminate by September IS, 2003, unless
         extended an additional 120 days by the Company in its sole discretion without notice.
      f. The undersigned agrees to be bound by all the terms and conditions of this Agreement.
      g. The undersigned has not distributed (and will not distribute) the Memorandum to anyone other
         than the undersigned's advisor(s).
      h. The undersigned understands that an investment in the shares is subject to certain risks, including
         those described in the Memorandum in "Risk Factors,"
      i. The undersigned understands that the Company will have complete discretion in investing and
         managing the proceeds of the Offering, and that the undersigned must rely solely on the judgment
         and ability of the Company with respect to the investment of such proceeds.
      j. The undersigned is able to bear the economic risk of the investment, including a complete loss of
         the investment.
      k. The undersigned understands that the shares lack liquidity and that there will be no immediate
         public market for the shares.

3. Miscellaneous
      a. Notices given under this agreement must be in writing and will be deemed served when
          personally delivered to the party or when mailed by registered or certified mail; return receipt
          requested, postage prepaid, to the party at the address set forth below or at other addresses
          specified by written notice served in accordance with this paragraph.


  We are not lawyers and advise you to get a legal review of the document before raising money.   Page 26 of 27
      b.   This Agreement will be governed by Colorado law.
      c.   This Agreement will be binding upon the successors and assignees of the undersigned.
      d.   This agreement expresses the entire understanding of the parties regarding its subject matter.
      e.   If any provision of this Agreement is held unenforceable as applies to any circumstances, the
           remainder of this Agreement and the application of the provision to other circumstance will be
           interpreted so as best to effect the intent of the parties.

4. Subscription for Shares of Common Stock
  The undersigned subscribes for ____________________ shares at $0.333 per share, and
  hereby delivers a cashiers check, money order or personal check in the amount of
 $________________

 Checks should be made out to AeroGrow International, Inc. and be delivered together with the completed
 and signed Subscription Agreement to AeroGrow International, Inc. 4940 Pearl E. Circle, Suite 104,
 Boulder, CO 80301.

               PLEASE TYPE OR PRINT NAME AND ADDRESS INFORMATION
 ____________________________________________________________________________
 Name(s) in which shares are to be registered

 ____________________________________________________________________________
 Social Security or Tax Identification Number(s)

 The undersigned has executed this Subscription Agreement on ____________________, 2009

 ____________________________________________________________________________
 Signature

 ____________________________________________________________________________
 Street Address     City, State, ZIP                 Telephone Number

                             AUTHORIZED AEROGROW OFFICER
 _________________________________________        ________________________
 Authorized AeroGrow Officer                      Date




 We are not lawyers and advise you to get a legal review of the document before raising money.   Page 27 of 27

				
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