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                                  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)

                                January 12, 2006

                          ----------------------------

                                Wentworth I, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

         0-50888                                               84-1581369
       (Commission                                            (IRS Employer
       File Number)                                         Identification No.)
                                 936A Beachland
                               Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
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<PAGE>

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Wentworth I, Inc. (the "Company") and Aero Grow International, Inc. ("AeroGrow")
to be materially different from future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe future plans, strategies and
expectations of the Company and AeroGrow, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. Actual results of the Company and AeroGrow could differ
materially from those expressed or implied by the forward-looking statements as
a result of various factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.

Item 1.01 Entry into a Material Definitive Agreement

The Merger

      Wentworth I, Inc., a Delaware corporation (the "Company") and Aero Grow
International, Inc. ("AeroGrow"), a Nevada corporation ("AeroGrow") entered into
a certain Agreement and Plan of Merger (the "Merger Agreement") on January 12,
2006 by which the Company will merge with and into AeroGrow, with AeroGrow being
the surviving corporation. The Merger Agreement is included as Exhibit 2.2 to
this Current Report and is the legal document that governs the merger
transaction ("Merger") and the other transactions contemplated by the Merger
Agreement. The discussion of the Merger Agreement set forth herein is qualified
in its entirety by reference to Exhibit 2.2.

      In connection with the Merger, each of the Company's 3,750,000 shares of
outstanding common stock ("Company Common Stock") will be converted into the
right to receive 0.151813 share of AeroGrow Common Stock ("Exchange Ratio"),
subject to adjustment as set forth below. The Exchange Ratio is based on: (i)
the number of shares of AeroGrow Common Stock outstanding on a fully diluted
basis including the Conversion Warrants (as defined herein) and shares and
options to be issued under certain Equity Commitments (as defined herein), as of
December 30, 2005 ("Fully Diluted Common Stock"), and (ii) the issuance by
AeroGrow of shares of AeroGrow Common Stock with attached common stock warrants
for aggregate gross proceeds of $10,000,000 in connection with the Capital Raise
(as defined herein).
<PAGE>

      The Exchange Ratio will be reduced in the event the gross proceeds from
the Capital Raise are less than $10,000,000. In the event the gross proceeds
from the Capital Raise equal the minimum amount of $5,000,000, the Exchange
Ratio will be reduced to 0.067123 share of AeroGrow Common Stock per share of
Company Common Stock, which shall be the minimum exchange ratio ("Minimum
Exchange Ratio"). In the event the gross proceeds from the Capital Raise are
above $10,000,000, the Exchange Ratio will be remain at 0.151813 share of
AeroGrow Common Stock per share of Company Common Stock, which shall be the
maximum exchange ratio ("Maximum Exchange Ratio"). In the event the gross
proceeds from the Capital Raise are between $5,000,001 and $9,999,999, the
Exchange Ratio will be proportionately adjusted between the Minimum Exchange
Ratio based on gross proceeds of $5,000,000 and the Maximum Exchange Ratio based
on gross proceeds of $10,000,000.

      The Exchange Ratio shall also be adjusted to take into account any
increase or decrease in the number of shares of AeroGrow's Fully Diluted Common
Stock occurring on or after December 30, 2005 and prior to the effective time of
the Merger ("Effective Time"). For purposes of this Report, it is assumed that
there will be no change in the number of shares of AeroGrow's Fully Diluted
Common Stock and, as a result, there will be no adjustment to the Exchange Ratio
solely as a result of the forgoing sentence.

      The consummation of the Merger is contingent on a minimum of $5,000,000
being subscribed for, and funded into escrow, by certain investors ("Investors")
for the purchase of units consisting of shares of AeroGrow Common Stock
("Investor Shares") and common stock purchase warrants ("Investor Warrants")
(together the Investor Shares and Investor Warrants are referred to herein as
the "Investor Securities") from AeroGrow in a private placement offering exempt
from registration under the Securities Act of 1933, as amended ("Securities
Act") pursuant to Regulation D and Regulation S promulgated thereunder, under
terms and conditions to be approved by AeroGrow's board of directors ("Capital
Raise"). The Capital Raise will not be commenced by AeroGrow until February 6,
2006 and will be a "best efforts" $5,000,000 minimum, $12,000,000 maximum
offering. The offering will be for units, at $5.00 per unit, consisting of one
share of AeroGrow Common Stock and one Investor Warrant, and each Investor
Warrant will be exercisable for a period of years after the closing date, for
one share of AeroGrow Common Stock, at $6.25 per share. The Investor Shares and
the AeroGrow Common Stock underlying the Investor Warrants will have
registration rights.

      The closing of the Capital Raise will be contingent on the closing of the
Merger, and the closing of the Merger will be contingent on the closing of the
Capital Raise.

      As of December 30, 2005, AeroGrow's Common Stock, options, warrants and
convertible securities outstanding are as follows:

      o 5,008,944 shares of AeroGrow Common Stock outstanding;

      o 10% convertible notes in the principal amount of $3,000,000 issued in
      AeroGrow's 2005 debt offering which may be converted into 750,000 shares
      of AeroGrow Common Stock ("Convertible Notes");
<PAGE>

      o Redeemable warrants issued in AeroGrow's 2005 debt offering which may be
      exercised for 600,000 shares of AeroGrow Common Stock at an exercise price
      of $5.01 per share ("Debt Warrants");

      o Conversion warrants, issuable upon conversion of the Convertible Notes,
      which may be exercised for 600,000 shares of AeroGrow Common Stock at an
      exercise price of $6.00 per share ("Conversion Warrants");

      o Warrants issued to the placement agent in AeroGrow's 2005 debt offering
      which may be exercised for 60,000 shares of AeroGrow Common Stock at $6.00
      per share ("Agent Warrants");

      o Outstanding warrants which may be exercised for 1,287,858 shares of
      AeroGrow Common Stock at an exercise price ranging from $1.25 to $15.00
      per share ("Warrants"); and

      o Outstanding options to purchase 204,869 shares of AeroGrow Common Stock
      at an exercise price ranging from $0.005 to $5.00 per share ("Stock
      Options").

      The above outstanding shares of AeroGrow Common Stock, options, warrants
and convertible securities will not be affected by the Merger. As of December
30, 2005, AeroGrow also has commitments to issue up to 275,000 shares of
AeroGrow Common Stock and to grant stock options to purchase up to 30,000 shares
of AeroGrow Common Stock ("Equity Commitments").

      Assuming no Company stockholder elects dissenters' rights and further
assuming gross proceeds from the Capital Raise of $10,000,000, the Company
stockholders in the aggregate will be issued, at the Closing of the Merger,
569,298 shares of AeroGrow Common Stock in exchange for all the outstanding
shares of Company Common Stock. Immediately following the Merger, AeroGrow will
have approximately 7,578,242 shares of its common stock outstanding, and the
Company's stockholders will own approximately 7.5% of the issued and outstanding
shares of AeroGrow's Common Stock.

      In the event gross proceeds from the Capital Raise total $5,000,000 and
assuming no Company stockholder elects dissenters' rights, the Company
stockholders in the aggregate will be issued, at the Closing of the Merger,
251,710 shares of AeroGrow Common Stock in exchange for all the outstanding
shares of Company Common Stock. In such case, immediately following the Merger,
AeroGrow will have approximately 6,260,654 shares of its common stock
outstanding, and the Company's stockholders will own approximately 4.0% of the
issued and outstanding shares of AeroGrow's Common Stock.

      Each share of AeroGrow Common Stock issued to the Company's stockholders
in connection with the Merger will be restricted shares, and the holder thereof
may not sell, transfer or otherwise dispose of such shares without registration
under the Securities Act of 1933, as amended ("Securities Act") or an available
exemption therefrom. The Merger Agreement, however, contains piggy-back
registration rights provisions that allow each Company shareholder to include
their shares in any registration statement filed for the public offering or
resale of its securities in the future, subject to the conditions set forth in
the Merger Agreement. As part of the Capital Raise, AeroGrow has agreed to
register for resale the Investor Shares and the AeroGrow Common Stock underlying
the Investor Warrants on a registration statement to be filed with the SEC. In
the event such registration statement is filed, the shares of AeroGrow Common
Stock issued to the Company's stockholders in connection with the Merger will be
included on such registration statement. There can be no assurance that the
shares of AeroGrow Common Stock received by the Company's stockholders in
connection with the Merger will become registered under the Securities Act.
<PAGE>

      As a condition of the closing of the Merger Agreement, Keating Reverse
Merger Fund, LLC ("KRM Fund"), the current majority stockholder of the Company,
will enter into a lock up agreement under which it will be prohibited from
transferring its shares of AeroGrow Common Stock for a mutually agreed time
period. Further, as a condition of the closing of the Merger Agreement, the
existing holders of: (i) AeroGrow outstanding Common Stock (ii) the Warrants,
and (iii) the Stock Options, representing in the aggregate not less than a
certain percentage of the outstanding shares of AeroGrow Common Stock (excluding
those shares of AeroGrow Common Stock held by investors in AeroGrow's Colorado
intrastate offering) as determined by the Company and AeroGrow, will each enter
into a lock up agreement under which they will be prohibited from transferring
their shares of AeroGrow Common Stock for a mutually agreed time period.

The Companies

      Wentworth I, Inc.

      The Company was organized under the laws of the State of Delaware on March
6, 2001. The Company's business plan has been to seek, investigate and, if such
investigation warrants, enter into a business combination with a target
operating company that primarily desires to seek the perceived advantages of a
U.S. reporting company under the Securities Exchange Act of 1934, as amended
("Exchange Act"). The Company is currently a shell company with nominal assets
and operations. The Company is a reporting company under Section 12(g) of the
Exchange Act and is current in its reporting under the Exchange Act.

      The Company and ENECO, Inc., a Utah corporation ("Eneco") entered into a
certain Agreement and Plan of Merger (the "Eneco Merger Agreement") on October
28, 2005 by which the Company agreed to merge with and into Eneco, with Eneco
being the surviving corporation. Effective January 3, 2006, the Company
terminated the Eneco Merger Agreement due to the failure of the transactions
contemplated thereunder to have been consummated by January 1, 2006.

      The executive office and mailing address of the Company are located at
936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963, and its telephone
number is (772) 231-7544.
<PAGE>

Aero Grow International, Inc.

      Aero Grow International, Inc. ("AeroGrow") was formed as a Nevada
corporation on March 25, 2002. AeroGrow's principal business is researching,
developing and marketing advanced indoor aeroponic garden systems designed and
priced to appeal to the gardening, cooking and small kitchen appliance, healthy
eating and home and office decor markets worldwide. Since formation, AeroGrow's
principal activities have consisted of product research and development
resulting in the filing of 12 patent applications, the development of two
proprietary growing systems and 6 proprietary seed kits, research into the
markets for AeroGrow's products and the best channels through which to sell
them, business planning and raising the capital necessary to fund these
activities.

      AeroGrow's principal products are "kitchen garden" indoor growing systems
and proprietary seed kits that will allow consumers, with or without gardening
experience, to easily grow cherry tomatoes, cilantro, chives, basil, dill,
oregano, mint, flowers, chili peppers and lettuce throughout the year.
AeroGrow's kitchen garden systems are designed to be simple, consistently
successful and affordable. AeroGrow believes that its focus on the design and
features of its kitchen garden systems will make them the first of their kind on
the consumer market.

      AeroGrow has filed twelve patent applications in the United States and one
international patent application to protect its core inventions. These include
aeroponic technological advances described below as well as product, nutrient
and seed pod inventions designed to enhance plant growth. Many of the
patent-pending companion technologies are based on AeroGrow's innovations in the
fields of biology, plant physiology, chemistry and adaptive learning computer
science. In addition, AeroGrow has developed certain trade secrets which
simplify, combine and integrate its core technologies into the AeroGrow indoor
kitchen garden systems.

      AeroGrow believes that its inventions and combined technologies will allow
almost anyone, from consumers who have no gardening experience to professional
gardeners, to produce year-round harvests of cherry tomatoes, cilantro, chives,
basil, dill, oregano, mint, flowers, chili peppers and lettuce provided in
AeroGrow's seed kits regardless of season, weather or lack of natural light.
AeroGrow believes that its kitchen garden systems' unique and attractive designs
make them appropriate for use in almost any location including kitchens,
bathrooms, living areas and offices.

      AeroGrow's basic kitchen garden system and deluxe kitchen garden system
are projected to retail at prices ranging from $99 to $149 based on the channel
of distribution in which they are sold and the specific product features
provided. AeroGrow currently expects to market its deluxe kitchen garden system
in the United States following completion of the Merger and the completion of a
private placement offering by AeroGrow which is a condition of the Merger.

      See "Risk Factors Related to AeroGrow Business" set forth elsewhere in
this Report.

      The mailing address of AeroGrow's principal executive office is Aero Grow
International, Inc., 900 28th Street, Suite 201, Boulder, Colorado 80303, and
its telephone number is (303) 444-7755.
<PAGE>

Risk Factors Related to AeroGrow's Business

Because AeroGrow has a limited operating history, AeroGrow may not be able to
successfully manage its business or achieve profitability.

      AeroGrow is a development stage company. AeroGrow has a limited operating
history upon which you can base your evaluation of its prospects and the
potential value of its common stock. AeroGrow is just now starting to produce
its garden systems and seed kits. AeroGrow is confronted with the risks inherent
in a start-up, development stage company, including difficulties and delays in
connection with the production and sales of its kitchen garden systems,
operational difficulties and its potential under-estimation of production and
administrative costs. If AeroGrow cannot successfully manage its business,
AeroGrow may not be able to generate future profits and may not be able to
support its operations.

AeroGrow is in the early stages of its development, has incurred substantial
losses since inception and may never achieve profitability.

      Since AeroGrow commenced its operations in 2002, AeroGrow has incurred
substantial operating losses. For the year ended December 31, 2004, AeroGrow had
net losses of $2,389,044 and for the year ended December 31, 2003, AeroGrow had
net losses of $1,159,535. For the nine months ended September 30, 2005 and 2004,
AeroGrow had net losses of $5,180,328 and $1,389,400, respectively. AeroGrow's
losses from operations have resulted in an accumulated deficit of $9,325,120 at
September 30, 2005. AeroGrow expects that its operating expenses will outpace
revenues for the near future and result in continued losses. The success of its
business will depend on its ability to introduce and sell its kitchen garden
systems to consumers, develop new product extensions and applications and raise
additional capital for operations, future expanded marketing and further product
development. You should consider the costs and difficulties frequently
encountered by companies in their early stages of launching a product and
establishing a market presence. There is no assurance that AeroGrow will ever
obtain profitability.

If AeroGrow's kitchen garden systems fail to perform properly, its business
could suffer with increased costs and reduced income.

      Although AeroGrow has been internally testing its products in its
laboratories and with users for three years, its products may fail to meet
consumer expectations. AeroGrow has had no experience in returns and has not yet
determined the form of warranties AeroGrow will grant for its products. AeroGrow
may be required to replace or repair products or refund the purchase price to
consumers. Failure of AeroGrow's products to meet expectations could:

      o     damage its reputation,

      o     decrease sales,

      o     incur costs related to returns and repairs,
<PAGE>

      o     delay market acceptance of its products,

      o     result in unpaid accounts receivable, and

      o     divert its resources to remedy the malfunctions.

AeroGrow may need additional capital to fund its growth.

      AeroGrow anticipates that the proceeds from the Capital Raise will be
adequate to satisfy its capital requirements for the next 12 to 18 months if the
gross proceeds are at least $10,000,000 and none of the Convertible Notes are
converted prior to their repayment. If all of the Convertible Notes are
converted, AeroGrow anticipates that $10,000,000 of gross proceeds from the
Capital Raise will satisfy its capital requirements for up to an additional six
months. However, AeroGrow may require additional capital to support its growth
and cover operational expenses as AeroGrow expands its marketing and product
development. To do this AeroGrow may need to issue equity, debt or securities
convertible into equity which will dilute your stock ownership in AeroGrow
following the Merger. If the gross proceeds from the Capital Raise are less than
$10,000,000 and AeroGrow cannot obtain additional financing on reasonable terms,
AeroGrow may not have sufficient capital to operate its business as planned and
would have to modify its business plan or curtail some or all of its operations.

If the holders of AeroGrow's convertible notes choose repayment instead of
conversion, AeroGrow will not be able to implement its full plan of operation.

      AeroGrow's convertible notes with an aggregate principal face value of
$3.0 million are repayable on demand by the 51 noteholders at any time after
June 30, 2006, unless converted into shares of AeroGrow's common stock. If all
51 noteholders choose to demand payment rather than converting their notes to
common stock and conversion warrants, the $3.0 million principal and related
interest will be paid from the net proceeds of the Capital Raise. If all 51
noteholders choose not to convert AeroGrow would use a significant portion of
the net proceeds from the Capital Raise to repay the convertible notes instead
of funding its full plan of operations and AeroGrow may not be able to maximize
revenues or profitability. AeroGrow intends to enter into discussions with the
noteholders to extend the maturity of the convertible notes as part of the
Merger, but there are no assurances that the noteholders will accept these
modified terms.

AeroGrow's intellectual property and proprietary rights give it only limited
protection and can be expensive to defend.

      AeroGrow's ability to produce and sell kitchen garden systems depends in
part on securing patent protection for the components of its systems. To protect
its proprietary technology, AeroGrow relies on a combination of patents, trade
secrets and non-disclosure agreements, each of which affords only limited
protection. AeroGrow owns the rights to twelve United States patent applications
and one foreign patent application. However, these patent applications may not
result in issued patents and even issued patents may be challenged. AeroGrow
plans to begin selling its kitchen garden systems prior to receiving issued
patents relating to its patent applications. All of AeroGrow's intellectual
property rights may be challenged, invalidated or circumvented. Claims for
infringement may be asserted or prosecuted against AeroGrow in the future and
AeroGrow may not be able to protect its patents and intellectual property rights
against others. AeroGrow's former employees or consultants may violate their
non-disclosure agreements with AeroGrow, leading to a loss of proprietary
intellectual property. AeroGrow also could incur substantial costs to assert its
intellectual property or proprietary rights against others.
<PAGE>

AeroGrow might not be able to hire and retain personnel with the appropriate
experience and talent to build its sales and marketing capability which will
negatively affect future revenue.

      AeroGrow intends to hire sales and marketing personnel with some of the
net proceeds from the Capital Raise. If AeroGrow is unable to identify, hire or
retain qualified sales and marketing personnel, AeroGrow will not be able to
achieve future revenue.

AeroGrow currently does not have a complete management team and the loss of key
members of its management could adversely affect its business.

      AeroGrow currently does not have a complete management team. Randy
Seffren, its chief marketing officer, and Jerry Gutterman, its chief financial
officer, serve as consultants or independent contractors rather than as AeroGrow
employees. AeroGrow may not be able to hire qualified managers at budgeted
compensation levels and its current consultants and independent contractors may
not continue to work for AeroGrow. AeroGrow's business depends on continuing to
receive the services and performance of W. Michael Bissonnette, its chief
executive officer, Mr. Seffren, Mr. Gutterman and other key members of its
management team. AeroGrow does not yet have any life insurance on any of its
management team members. If any of its key persons dies, resigns or becomes
unable to continue in his present role and an adequate replacement is not
obtained in a timely manner, its business operations could be materially
adversely affected. AeroGrow's officers and directors are also officers and
directors of other companies or serve AeroGrow on a part-time basis, and there
is no guarantee they will spend substantial portions of their time working for
AeroGrow. To the extent that they devote their time to other endeavors and not
to AeroGrow, its business could be adversely affected.

AeroGrow's future depends on the financial success of its kitchen garden
systems. Since AeroGrow is introducing entirely new products without comparable
sales history, AeroGrow does not know if its kitchen garden systems and seed
kits will generate wide acceptance by consumers.

      AeroGrow is introducing its kitchen garden systems and seed kits as new
products to consumer markets unfamiliar with their use and benefits. AeroGrow
does not know whether its products will generate widespread acceptance. If
consumers do not purchase its products, AeroGrow will not be profitable and you
may lose all of your investment. You must consider AeroGrow's prospects in light
of the risks, expenses and challenges of attempting to introduce new products
with unknown consumer acceptance.

AeroGrow's marketing strategies may not be successful which would adversely
affect its future revenues and profitability.
<PAGE>

      AeroGrow's revenues and future depend on the successful marketing of its
kitchen garden systems. AeroGrow cannot assure you that consumers will be
interested in purchasing its products. AeroGrow initially plans to use direct
marketing to sell its products via television commercials, infomercials,
magazine and newspaper advertising and the Internet. Its infomercials and
commercials may not generate sufficient income to continue to air them. If
AeroGrow's marketing strategies fail to attract customers, its product sales
will not produce future revenues sufficient to meet its operating expenses or
fund its future operations. If this occurs, AeroGrow's business may fail and you
may lose your entire investment.

AeroGrow's current or future manufacturers could fail to fulfill AeroGrow's
orders for kitchen garden systems which would disrupt its business, increase its
costs and could potentially cause it to lose its market.

      AeroGrow will initially depend on one contract manufacturer in China to
produce its kitchen garden systems. To date AeroGrow has received only limited
quantities of finished products and does not yet have an operating history that
demonstrates that this manufacturer can produce its kitchen garden systems in a
timely manner or in sufficient volumes. The manufacturer may also fail to
produce the kitchen garden system to AeroGrow's specifications or in a
workmanlike manner and may not deliver the systems on a timely basis. AeroGrow
is in the process of identifying other manufacturers in China to assure them of
an alternative source of supply. Any change in manufacturers could disrupt its
business due to delays in finding a new manufacturer, providing specifications
and testing initial production. A new manufacturer must also obtain an inventory
of necessary parts and tools for production. AeroGrow owns the tools used by its
Chinese manufacturer. AeroGrow's manufacturer operates in a foreign country and
may be subject to business, political, currency and regulatory risk that may
affect its ability to fulfill AeroGrow's orders for kitchen garden systems.

An active trading market for AeroGrow's common stock may not develop or be
sustained.

      The shares of AeroGrow's common stock may not be quoted on the NASD
Over-the-Counter Bulletin Board ("OTC BB") immediately following the Merger.
Following the Merger, AeroGrow intends to cooperate with the filing of a Form
211 by an NASD member and use its commercially reasonable efforts to have its
shares of common stock commence quotation of the OTC BB. However, there can be
no assurance that the shares of AeroGrow common stock will become quoted on the
OTC BB. Furthermore, even if the shares of AeroGrow common stock are quoted on
the OTC BB, there can be no assurance that an active trading market will develop
for such shares. If an active public trading market does not develop or
continue, you may have limited liquidity and may be forced to hold your shares
of AeroGrow's common stock for an indefinite period of time. Further, the prices
and volume of trading in AeroGrow's common stock may be adversely affected if
its securities are not listed or quoted.

The offering price of AeroGrow's common stock in connection with the Capital
Raise is arbitrary and as a result the stock price may decline after the Merger.
<PAGE>

      The offering price of AeroGrow's common stock in the Capital Raise was
determined by negotiations between AeroGrow and its placement agent us and was
not based on any objective criteria of value. These prices bear no relationship
to AeroGrow's assets, net worth, book value (loss) per share or net loss.
Accordingly, AeroGrow's stock price may suffer a decline after the Merger.

If an exemption from registration on which AeroGrow has relied on for any of its
past offerings of common stock or warrants were later challenged legally, its
principals may have to expend time defending claims and AeroGrow would then risk
paying expenses for defense, rescission and/or regulatory sanctions.

      To raise working capital, AeroGrow offered common stock and warrants in
private transactions that AeroGrow believed to be exempt from registration under
the Securities Act of 1933, as amended, and state securities laws. In 2004
AeroGrow also conducted a state registered offering in Colorado of common stock
and warrants intended to be exempt from registration under the Securities Act of
1933, as amended, as an intrastate offering. In the event that one or more
investors seeks rescission, with resulting return of investment funds and
interest at a market rate, or that state or federal regulators seeks sanctions
against AeroGrow or its principals, AeroGrow would spend time and financial
resources, including some of the net proceeds of the Capital Raise, to pay
expenses for defense, rescission awards or regulatory sanctions. The use of
funds would reduce the capital available to implement its full plan of
operation.

There may be substantial sales of AeroGrow's common stock by existing
stockholders and by the selling security holders who purchase shares of
AeroGrow's common stock in the Capital Raise which could cause the price of
AeroGrow's stock to fall.

      Future sales of substantial amounts of AeroGrow's common stock in the
public market, if one develops, or the perception that such sales might occur,
could cause the market price of its common stock to decline and could impair the
value of your investment in AeroGrow's common stock and its ability to raise
equity capital in the future. As of December 30, 2005, without giving effect to
the Capital Raise, AeroGrow had 5,008,944 shares of common stock outstanding, of
which 544,228 shares may be sold immediately after the Merger without
restriction. Except to the extent otherwise agreed to by the Company and
AeroGrow, as a condition of the Closing, the holders of the remaining 4,464,716
shares will be required to enter into lock-up agreements for such periods of
time to be agreed upon by the Company and AeroGrow. The shares of AeroGrow's
common stock underlying the Convertible Notes, Debt Warrants and Conversion
Warrants are required to be registered for resale by AeroGrow following the
Merger. As part of the Capital Raise, AeroGrow has agreed to register for resale
the Investor Shares issued in the Capital Raise (together with the shares of
AeroGrow Common Stock underlying the Investor Warrants) on a registration
statement to be filed with the SEC. In the event such registration statement is
filed, the shares of AeroGrow Common Stock issued to the Company's stockholders
in connection with the Merger will be included on such registration statement.
There can be no assurance that the shares of AeroGrow Common Stock received by
the Company's stockholders in connection with the Merger will become registered
under the Securities Act. The sales of AeroGrow Common Stock by these
stockholders or even the appearance that holders may make such sales may depress
any trading market that develops before you are able to sell the AeroGrow Common
Stock you receive in the Merger.
<PAGE>

AeroGrow's outstanding warrants, options and convertible notes, and additional
future obligations to issue AeroGrow securities to various parties, may dilute
the value of your investment and may adversely affect AeroGrow's ability to
raise additional capital.

      As of December 30, 2005, AeroGrow had committed to issue up to 3,807,727
additional shares of common stock under the terms of outstanding convertible
notes, warrants, options and other arrangements. There are warrants and options
outstanding that can be exercised for 2,152,727 shares of its common stock at
exercise prices ranging from $0.005 to $15.00 per share. AeroGrow also has
convertible notes outstanding which could be converted into 750,000 shares of
its common stock assuming a conversion price of $4.00. AeroGrow also is required
to issue conversion warrants upon the conversion of its convertible notes which
could be exercised for 600,000 shares of its common stock at an exercise price
of $6.00 per share. As of December 30, 2005, AeroGrow also has commitments to
issue up to 275,000 shares of its common Stock and to grant stock options to
purchase up to 30,000 shares of its common stock.

      AeroGrow has historically issued shares of its common stock or granted
stock options to employees, consultants and vendors as a means to conserve cash,
and AeroGrow will continue to grant additional shares of stock and issue stock
options in the future. AeroGrow will be able to issue an additional 1,500,000
shares of common stock under its 2005 equity compensation plan.

      For the length of time these notes, warrants and options are outstanding,
the holders will have an opportunity to profit from a rise in the market price
of AeroGrow's common stock without assuming the risks of ownership. This may
adversely affect the terms upon which AeroGrow can obtain additional capital.
The holders of such derivative securities would likely exercise or convert them
at a time when AeroGrow would be able to obtain equity capital on terms more
favorable than the exercise or conversion prices provided by the notes, warrants
or options.

AeroGrow as "Successor Issuer" under Exchange Act

      The purpose of the Merger is to allow AeroGrow to be a "successor issuer"
to the Company within the meaning of Rule 12(g)-3 under the Exchange Act. As a
"successor issuer" AeroGrow will become a Section 12(g) reporting company under
the Exchange Act and will assume the reporting obligations of the Company. As a
result, the shares of common stock of AeroGrow shall be deemed automatically
registered securities under Section 12(g) of the Exchange Act without the
necessity of filing any additional registration statements covering those shares
of common stock. Pursuant to the requirements of Rule 12(g)-3 under the Exchange
Act, immediately following the Effective Time of the Merger, AeroGrow will
prepare and file a current report on Form 8-K disclosing the completion of the
Merger and the creation of AeroGrow as the "successor issuer."
<PAGE>

Over-the-Counter Bulletin Board Quotation

      The shares of AeroGrow Common Stock will not be quoted on the OTC BB
immediately following the Merger. Following the Merger, AeroGrow intends to
cooperate with the filing of a Form 211 by an NASD member and use its
commercially reasonable efforts to have its shares commence quotation of the OTC
BB. However, there can be no assurance that the shares of AeroGrow Common Stock
will become quoted on the OTC BB. Furthermore, even if the shares of AeroGrow
Common Stock are quoted on the OTC BB, there can be no assurance that an active
trading market will develop for such shares.

Adoption of the Merger

      The board of directors of the Company has approved the Merger Agreement
and the Merger and recommends that its stockholders approve it. The affirmative
vote of the holders of a majority of the shares outstanding of Company Common
Stock is required for approval of the Merger. The board of directors of AeroGrow
has approved the Merger Agreement and the Merger, and the stockholders of
AeroGrow are not required to approve the Merger Agreement and the Merger under
Nevada General Corporation Law ("NGCL").

      On January 12, 2006, four stockholders who, in the aggregate, are the
record owners of 3,558,000 shares of Company Common Stock, representing
approximately 94.9% of the outstanding voting securities of the Company,
executed and delivered to the Company a written consent authorizing and
approving the Merger. Accordingly, the Merger has been approved by holders
representing approximately 94.9% of the outstanding voting securities of the
Company.

Appraisal Rights

      Appraisal rights are available under the Delaware General Corporation Law
for the stockholders of the Company in connection with the Merger. The procedure
to exercise appraisal rights will be provided in the Information Statement to be
filed by the Company with the SEC and to be mailed to the Company's
stockholders.

Closing; Effective Time

      The closing of the Merger will take place as soon as practicable (but in
no event later than two business days) after all conditions to the Merger under
the terms of the Merger Agreement have been satisfied or waived. Upon the
satisfaction or waiver of such conditions, a Certificate of Merger will be filed
with the Secretary of State of Delaware under the DGCL and with the Secretary of
State of Nevada under the NGCL ("Effective Time"). Upon the filing of these
documents, the Company will cease its corporate existence in the State of
Delaware.

Exchange of Certificates

      The issued and outstanding stock certificates of the Company will
represent the rights that the Company's stockholders will have in AeroGrow. The
Company's stockholders should submit their stock certificates to AeroGrow's
exchange agent ("Exchange Agent"), Corporate Stock Transfer Company, 3200 Cherry
Creek Drive South, Suite 430, Denver, Colorado 80209, telephone (303) 282-4800,
for new certificates of AeroGrow, subject to normal requirements as to proper
endorsement, signature guarantee, if required, and payment of applicable taxes.
The detailed instructions for the exchange of certificates will be set forth in
the Information Statement.
<PAGE>

      If a Company stockholder fails to submit his certificates for the
Company's Common Stock for cancellation to the Exchange Agent, together with
such letter of transmittal and investment representation letter, duly completed
and validly executed in accordance with the instructions thereto and within 30
days following the Closing of the Merger, such holder will not be entitled to
registration rights for his shares of AeroGrow Common Stock.

Directors and Executive Officers

      The directors of AeroGrow shall continue to be the directors of AeroGrow
immediately prior the Effective Time, until their respective successors are duly
elected or appointed and qualified as provided in the Merger Agreement. The
officers of AeroGrow shall continue to be the officers of AeroGrow immediately
prior to the Effective Time. The current officers and directors of the Company
will, as of the Effective Time, have no further role in the management and
affairs of the Company and/or AeroGrow.

Conditions to Closing

      Under the Merger Agreement, the Company and AeroGrow have agreed to do
certain things, some of which are conditions to the Merger. Each company is
obligated to (a) obtain all necessary approvals, which includes approval by the
stockholders of the Company, for the Merger, (b) give the other access to the
records and personnel to complete due diligence review, (c) proceed
expeditiously to undertake all actions so as to be able to consummate the
Merger, (d) AeroGrow must deliver audited financial statements including a
balance sheet as of December 31, 2004 and 2005 and statements of operations,
stockholders' equity and cash flows for the years then ended, pro forma
financial statements, and Form 10 information on AeroGrow, all of which then
will be included in the required Form 8-K relating to the consummation of the
transactions under the Merger Agreement to be filed at closing, and (e) neither
party will solicit or initiate proposals from, provide information to or hold
discussions with any party concerning any sale of assets or any material portion
of any capital stock or any merger, consolidation, business combination,
liquidation or similar transaction, subject to the fiduciary obligations of
directors generally.

      In addition to the foregoing conditions, the Merger is conditioned upon
(i) preparation, filing and mailing of a definitive 14C Information Statement by
the Company, (ii) the approval by the Company's stockholders of the Merger
Agreement and the transactions contemplated under the Merger Agreement, (iii)
dissenters not exercising their appraisal rights in excess of 200,000 shares,
(iv) AeroGrow being deemed a "successor issuer" under the Exchange Act, (v) the
receipt of certain lock up agreements by KRM Fund and certain existing holders
of AeroGrow's Common Stock, stock options and warrants, (vi) execution and
delivery of employment agreements with AeroGrow by Michael Bissonnette and
certain other AeroGrow management members, (vii) the approval of an equity
compensation plan by AeroGrow's stockholders, (viii) a minimum of $5,000,000
being subscribed for, and funded into escrow, by Investors for the purchase of
Investor Shares with attached Investor Warrants under the Capital Raise, and
(ix) the amendment of the terms and conditions of the Convertible Notes on a
basis mutually acceptable to the Company and AeroGrow.
<PAGE>

      Assuming all of the conditions have been satisfied, the Company intends to
file a Certificate of Merger with the Secretary of State of the State of
Delaware and Articles of Merger with the Secretary of State of the State of
Nevada promptly after the twentieth day after the date this Information
Statement has first been sent to stockholders.

Financial Advisory Agreement

      As a further condition to Closing, the Company shall have engaged Keating
Securities, LLC ("Keating Securities"), an affiliate of Keating Investments,
LLC, the managing member of the Company's controlling stockholder, to act as a
financial advisor in connection with the business combination between the
Company and AeroGrow for which it will earn an advisory fee of $350,000 upon
completion of the Merger. The advisory fee will be paid at the Closing of the
Merger. However, in the event the gross proceeds received under the Capital
Raise are less than $10,000,000, the advisory fee under the financial advisory
agreement shall be zero.

Post-Closing Covenants

      After the closing of the Merger, AeroGrow has agreed that, unless it has
the consent of KRM Fund, it will not issue any securities for one year to its
officers and directors or 10% or greater stockholders, consultants, service
providers or other parties, except for issuances with respect to outstanding
options, warrants and convertible securities and pursuant to existing
obligations, grants pursuant to stock option and similar plans approved by the
board and stockholders, capital raising requirements approved by the board, or
third party, arms-length transactions. AeroGrow will be obligated to: (i) remain
a 12(g) reporting company and comply with the reporting requirements under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), (ii) within
forty-five days following the Closing, AeroGrow's board of directors shall
satisfy the independence, audit and compensation committee and other corporate
governance requirements under the Sarbanes-Oxley Act of 2002 (the "SOX Act"),
the rules and regulations promulgated by the SEC, and the requirements of either
NASDAQ or American Stock Exchange ("AMEX") as selected by AeroGrow, whether or
not AeroGrow's Common Stock is listed or quoted, or qualifies for listing or
quotation, on NASDAQ or AMEX, (iii) use its commercially reasonable efforts to
obtain and maintain a quotation of its shares of AeroGrow Common Stock on the
NASD Over-the-Counter Bulletin Board ("OTC BB"), and (iv) within 30 days after
Closing, procure life insurance of certain key employees of AeroGrow.

Termination

      The Merger Agreement may be terminated as follows: (i) by mutual consent,
(ii) by either party if the reverse merger is not consummated by March 1, 2006,
(iii) by either party if the Merger is prohibited by issuance of an order,
decree or ruling, or (iv) by either party if the other is in material breach of
any representation, warranty, covenant or agreement. In the event of
termination, both parties are responsible for their expenses.
<PAGE>

Tax Consequences

      The Merger has been structured to qualify as a reorganization under
Section 368(a) of the Code for federal income tax purposes. The parties have not
and do not intend to request an opinion of counsel. However, the Company
believes the Merger will so qualify and that, for U.S. federal income tax
purposes, no gain or loss will be recognized by the Company's stockholders who
receive AeroGrow Common Stock for their Company Common Stock in connection with
the Merger. The adjusted tax basis of each whole share of AeroGrow Common Stock
received by a Company stockholder as a result of the Merger will be the same as
the stockholder's aggregate adjusted tax basis in the shares of his Company
Common Stock. A stockholder who holds Company Common Stock will include in his
holding period for AeroGrow Common Stock that he receives his holding period for
the Company Common Stock.

Item 9.01 Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. None

      (b)   Pro forma financial information. None

      (c)   Exhibits.

Exhibit Number    Description
--------------    -----------

   2.2            Agreement and Plan of Merger between Wentworth I, Inc. and
                  Aero Grow International, Inc. dated January 12, 2006 (without
                  exhibits and schedules)

                                   SIGNATURES

      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.

                              Wentworth I, Inc.
                              (Registrant)


Date: January 13, 2006        By:    /s/ Kevin R. Keating
                                     --------------------------------------
                                     Kevin R. Keating, President and Secretary
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

   2.2            Agreement and Plan of Merger between Wentworth I, Inc. and
                  Aero Grow International, Inc. dated January 13, 2006 (without
                  exhibits and schedules)
{"company-data": {"conformed-name": "WENTWORTH I INC", "cik": "0001139164", "assigned-sic": "6770", "irs-number": "841581369", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50888", "film-number": "06530219"}, "business-address": {"street1": "645 BEACHLAND BOULEVARD", "city": "VERO BEACH", "state": "FL", "zip": "32963", "phone": "5612317544"}, "mail-address": {"street1": "645 BEACHLAND BOULEVARD", "city": "VERO BEACH", "state": "FL", "zip": "32963"}}
================================================================================

                                  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)

                                January 12, 2006

                          ----------------------------

                                Wentworth I, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

         0-50888                                               84-1581369
       (Commission                                            (IRS Employer
       File Number)                                         Identification No.)
                                 936A Beachland
                               Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
================================================================================
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Wentworth I, Inc. (the "Company") and Aero Grow International, Inc. ("AeroGrow")
to be materially different from future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe future plans, strategies and
expectations of the Company and AeroGrow, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. Actual results of the Company and AeroGrow could differ
materially from those expressed or implied by the forward-looking statements as
a result of various factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.

Item 1.01 Entry into a Material Definitive Agreement

The Merger

      Wentworth I, Inc., a Delaware corporation (the "Company") and Aero Grow
International, Inc. ("AeroGrow"), a Nevada corporation ("AeroGrow") entered into
a certain Agreement and Plan of Merger (the "Merger Agreement") on January 12,
2006 by which the Company will merge with and into AeroGrow, with AeroGrow being
the surviving corporation. The Merger Agreement is included as Exhibit 2.2 to
this Current Report and is the legal document that governs the merger
transaction ("Merger") and the other transactions contemplated by the Merger
Agreement. The discussion of the Merger Agreement set forth herein is qualified
in its entirety by reference to Exhibit 2.2.

      In connection with the Merger, each of the Company's 3,750,000 shares of
outstanding common stock ("Company Common Stock") will be converted into the
right to receive 0.151813 share of AeroGrow Common Stock ("Exchange Ratio"),
subject to adjustment as set forth below. The Exchange Ratio is based on: (i)
the number of shares of AeroGrow Common Stock outstanding on a fully diluted
basis including the Conversion Warrants (as defined herein) and shares and
options to be issued under certain Equity Commitments (as defined herein), as of
December 30, 2005 ("Fully Diluted Common Stock"), and (ii) the issuance by
AeroGrow of shares of AeroGrow Common Stock with attached common stock warrants
for aggregate gross proceeds of $10,000,000 in connection with the Capital Raise
(as defined herein).
The Exchange Ratio will be reduced in the event the gross proceeds from
the Capital Raise are less than $10,000,000. In the event the gross proceeds
from the Capital Raise equal the minimum amount of $5,000,000, the Exchange
Ratio will be reduced to 0.067123 share of AeroGrow Common Stock per share of
Company Common Stock, which shall be the minimum exchange ratio ("Minimum
Exchange Ratio"). In the event the gross proceeds from the Capital Raise are
above $10,000,000, the Exchange Ratio will be remain at 0.151813 share of
AeroGrow Common Stock per share of Company Common Stock, which shall be the
maximum exchange ratio ("Maximum Exchange Ratio"). In the event the gross
proceeds from the Capital Raise are between $5,000,001 and $9,999,999, the
Exchange Ratio will be proportionately adjusted between the Minimum Exchange
Ratio based on gross proceeds of $5,000,000 and the Maximum Exchange Ratio based
on gross proceeds of $10,000,000.

      The Exchange Ratio shall also be adjusted to take into account any
increase or decrease in the number of shares of AeroGrow's Fully Diluted Common
Stock occurring on or after December 30, 2005 and prior to the effective time of
the Merger ("Effective Time"). For purposes of this Report, it is assumed that
there will be no change in the number of shares of AeroGrow's Fully Diluted
Common Stock and, as a result, there will be no adjustment to the Exchange Ratio
solely as a result of the forgoing sentence.

      The consummation of the Merger is contingent on a minimum of $5,000,000
being subscribed for, and funded into escrow, by certain investors ("Investors")
for the purchase of units consisting of shares of AeroGrow Common Stock
("Investor Shares") and common stock purchase warrants ("Investor Warrants")
(together the Investor Shares and Investor Warrants are referred to herein as
the "Investor Securities") from AeroGrow in a private placement offering exempt
from registration under the Securities Act of 1933, as amended ("Securities
Act") pursuant to Regulation D and Regulation S promulgated thereunder, under
terms and conditions to be approved by AeroGrow's board of directors ("Capital
Raise"). The Capital Raise will not be commenced by AeroGrow until February 6,
2006 and will be a "best efforts" $5,000,000 minimum, $12,000,000 maximum
offering. The offering will be for units, at $5.00 per unit, consisting of one
share of AeroGrow Common Stock and one Investor Warrant, and each Investor
Warrant will be exercisable for a period of years after the closing date, for
one share of AeroGrow Common Stock, at $6.25 per share. The Investor Shares and
the AeroGrow Common Stock underlying the Investor Warrants will have
registration rights.

      The closing of the Capital Raise will be contingent on the closing of the
Merger, and the closing of the Merger will be contingent on the closing of the
Capital Raise.

      As of December 30, 2005, AeroGrow's Common Stock, options, warrants and
convertible securities outstanding are as follows:

      o 5,008,944 shares of AeroGrow Common Stock outstanding;

      o 10% convertible notes in the principal amount of $3,000,000 issued in
      AeroGrow's 2005 debt offering which may be converted into 750,000 shares
      of AeroGrow Common Stock ("Convertible Notes");
o Redeemable warrants issued in AeroGrow's 2005 debt offering which may be
      exercised for 600,000 shares of AeroGrow Common Stock at an exercise price
      of $5.01 per share ("Debt Warrants");

      o Conversion warrants, issuable upon conversion of the Convertible Notes,
      which may be exercised for 600,000 shares of AeroGrow Common Stock at an
      exercise price of $6.00 per share ("Conversion Warrants");

      o Warrants issued to the placement agent in AeroGrow's 2005 debt offering
      which may be exercised for 60,000 shares of AeroGrow Common Stock at $6.00
      per share ("Agent Warrants");

      o Outstanding warrants which may be exercised for 1,287,858 shares of
      AeroGrow Common Stock at an exercise price ranging from $1.25 to $15.00
      per share ("Warrants"); and

      o Outstanding options to purchase 204,869 shares of AeroGrow Common Stock
      at an exercise price ranging from $0.005 to $5.00 per share ("Stock
      Options").

      The above outstanding shares of AeroGrow Common Stock, options, warrants
and convertible securities will not be affected by the Merger. As of December
30, 2005, AeroGrow also has commitments to issue up to 275,000 shares of
AeroGrow Common Stock and to grant stock options to purchase up to 30,000 shares
of AeroGrow Common Stock ("Equity Commitments").

      Assuming no Company stockholder elects dissenters' rights and further
assuming gross proceeds from the Capital Raise of $10,000,000, the Company
stockholders in the aggregate will be issued, at the Closing of the Merger,
569,298 shares of AeroGrow Common Stock in exchange for all the outstanding
shares of Company Common Stock. Immediately following the Merger, AeroGrow will
have approximately 7,578,242 shares of its common stock outstanding, and the
Company's stockholders will own approximately 7.5% of the issued and outstanding
shares of AeroGrow's Common Stock.

      In the event gross proceeds from the Capital Raise total $5,000,000 and
assuming no Company stockholder elects dissenters' rights, the Company
stockholders in the aggregate will be issued, at the Closing of the Merger,
251,710 shares of AeroGrow Common Stock in exchange for all the outstanding
shares of Company Common Stock. In such case, immediately following the Merger,
AeroGrow will have approximately 6,260,654 shares of its common stock
outstanding, and the Company's stockholders will own approximately 4.0% of the
issued and outstanding shares of AeroGrow's Common Stock.

      Each share of AeroGrow Common Stock issued to the Company's stockholders
in connection with the Merger will be restricted shares, and the holder thereof
may not sell, transfer or otherwise dispose of such shares without registration
under the Securities Act of 1933, as amended ("Securities Act") or an available
exemption therefrom. The Merger Agreement, however, contains piggy-back
registration rights provisions that allow each Company shareholder to include
their shares in any registration statement filed for the public offering or
resale of its securities in the future, subject to the conditions set forth in
the Merger Agreement. As part of the Capital Raise, AeroGrow has agreed to
register for resale the Investor Shares and the AeroGrow Common Stock underlying
the Investor Warrants on a registration statement to be filed with the SEC. In
the event such registration statement is filed, the shares of AeroGrow Common
Stock issued to the Company's stockholders in connection with the Merger will be
included on such registration statement. There can be no assurance that the
shares of AeroGrow Common Stock received by the Company's stockholders in
connection with the Merger will become registered under the Securities Act.
As a condition of the closing of the Merger Agreement, Keating Reverse
Merger Fund, LLC ("KRM Fund"), the current majority stockholder of the Company,
will enter into a lock up agreement under which it will be prohibited from
transferring its shares of AeroGrow Common Stock for a mutually agreed time
period. Further, as a condition of the closing of the Merger Agreement, the
existing holders of: (i) AeroGrow outstanding Common Stock (ii) the Warrants,
and (iii) the Stock Options, representing in the aggregate not less than a
certain percentage of the outstanding shares of AeroGrow Common Stock (excluding
those shares of AeroGrow Common Stock held by investors in AeroGrow's Colorado
intrastate offering) as determined by the Company and AeroGrow, will each enter
into a lock up agreement under which they will be prohibited from transferring
their shares of AeroGrow Common Stock for a mutually agreed time period.

The Companies

      Wentworth I, Inc.

      The Company was organized under the laws of the State of Delaware on March
6, 2001. The Company's business plan has been to seek, investigate and, if such
investigation warrants, enter into a business combination with a target
operating company that primarily desires to seek the perceived advantages of a
U.S. reporting company under the Securities Exchange Act of 1934, as amended
("Exchange Act"). The Company is currently a shell company with nominal assets
and operations. The Company is a reporting company under Section 12(g) of the
Exchange Act and is current in its reporting under the Exchange Act.

      The Company and ENECO, Inc., a Utah corporation ("Eneco") entered into a
certain Agreement and Plan of Merger (the "Eneco Merger Agreement") on October
28, 2005 by which the Company agreed to merge with and into Eneco, with Eneco
being the surviving corporation. Effective January 3, 2006, the Company
terminated the Eneco Merger Agreement due to the failure of the transactions
contemplated thereunder to have been consummated by January 1, 2006.

      The executive office and mailing address of the Company are located at
936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963, and its telephone
number is (772) 231-7544.
Aero Grow International, Inc.

      Aero Grow International, Inc. ("AeroGrow") was formed as a Nevada
corporation on March 25, 2002. AeroGrow's principal business is researching,
developing and marketing advanced indoor aeroponic garden systems designed and
priced to appeal to the gardening, cooking and small kitchen appliance, healthy
eating and home and office decor markets worldwide. Since formation, AeroGrow's
principal activities have consisted of product research and development
resulting in the filing of 12 patent applications, the development of two
proprietary growing systems and 6 proprietary seed kits, research into the
markets for AeroGrow's products and the best channels through which to sell
them, business planning and raising the capital necessary to fund these
activities.

      AeroGrow's principal products are "kitchen garden" indoor growing systems
and proprietary seed kits that will allow consumers, with or without gardening
experience, to easily grow cherry tomatoes, cilantro, chives, basil, dill,
oregano, mint, flowers, chili peppers and lettuce throughout the year.
AeroGrow's kitchen garden systems are designed to be simple, consistently
successful and affordable. AeroGrow believes that its focus on the design and
features of its kitchen garden systems will make them the first of their kind on
the consumer market.

      AeroGrow has filed twelve patent applications in the United States and one
international patent application to protect its core inventions. These include
aeroponic technological advances described below as well as product, nutrient
and seed pod inventions designed to enhance plant growth. Many of the
patent-pending companion technologies are based on AeroGrow's innovations in the
fields of biology, plant physiology, chemistry and adaptive learning computer
science. In addition, AeroGrow has developed certain trade secrets which
simplify, combine and integrate its core technologies into the AeroGrow indoor
kitchen garden systems.

      AeroGrow believes that its inventions and combined technologies will allow
almost anyone, from consumers who have no gardening experience to professional
gardeners, to produce year-round harvests of cherry tomatoes, cilantro, chives,
basil, dill, oregano, mint, flowers, chili peppers and lettuce provided in
AeroGrow's seed kits regardless of season, weather or lack of natural light.
AeroGrow believes that its kitchen garden systems' unique and attractive designs
make them appropriate for use in almost any location including kitchens,
bathrooms, living areas and offices.

      AeroGrow's basic kitchen garden system and deluxe kitchen garden system
are projected to retail at prices ranging from $99 to $149 based on the channel
of distribution in which they are sold and the specific product features
provided. AeroGrow currently expects to market its deluxe kitchen garden system
in the United States following completion of the Merger and the completion of a
private placement offering by AeroGrow which is a condition of the Merger.

      See "Risk Factors Related to AeroGrow Business" set forth elsewhere in
this Report.

      The mailing address of AeroGrow's principal executive office is Aero Grow
International, Inc., 900 28th Street, Suite 201, Boulder, Colorado 80303, and
its telephone number is (303) 444-7755.
Risk Factors Related to AeroGrow's Business

Because AeroGrow has a limited operating history, AeroGrow may not be able to
successfully manage its business or achieve profitability.

      AeroGrow is a development stage company. AeroGrow has a limited operating
history upon which you can base your evaluation of its prospects and the
potential value of its common stock. AeroGrow is just now starting to produce
its garden systems and seed kits. AeroGrow is confronted with the risks inherent
in a start-up, development stage company, including difficulties and delays in
connection with the production and sales of its kitchen garden systems,
operational difficulties and its potential under-estimation of production and
administrative costs. If AeroGrow cannot successfully manage its business,
AeroGrow may not be able to generate future profits and may not be able to
support its operations.

AeroGrow is in the early stages of its development, has incurred substantial
losses since inception and may never achieve profitability.

      Since AeroGrow commenced its operations in 2002, AeroGrow has incurred
substantial operating losses. For the year ended December 31, 2004, AeroGrow had
net losses of $2,389,044 and for the year ended December 31, 2003, AeroGrow had
net losses of $1,159,535. For the nine months ended September 30, 2005 and 2004,
AeroGrow had net losses of $5,180,328 and $1,389,400, respectively. AeroGrow's
losses from operations have resulted in an accumulated deficit of $9,325,120 at
September 30, 2005. AeroGrow expects that its operating expenses will outpace
revenues for the near future and result in continued losses. The success of its
business will depend on its ability to introduce and sell its kitchen garden
systems to consumers, develop new product extensions and applications and raise
additional capital for operations, future expanded marketing and further product
development. You should consider the costs and difficulties frequently
encountered by companies in their early stages of launching a product and
establishing a market presence. There is no assurance that AeroGrow will ever
obtain profitability.

If AeroGrow's kitchen garden systems fail to perform properly, its business
could suffer with increased costs and reduced income.

      Although AeroGrow has been internally testing its products in its
laboratories and with users for three years, its products may fail to meet
consumer expectations. AeroGrow has had no experience in returns and has not yet
determined the form of warranties AeroGrow will grant for its products. AeroGrow
may be required to replace or repair products or refund the purchase price to
consumers. Failure of AeroGrow's products to meet expectations could:

      o     damage its reputation,

      o     decrease sales,

      o     incur costs related to returns and repairs,
o     delay market acceptance of its products,

      o     result in unpaid accounts receivable, and

      o     divert its resources to remedy the malfunctions.

AeroGrow may need additional capital to fund its growth.

      AeroGrow anticipates that the proceeds from the Capital Raise will be
adequate to satisfy its capital requirements for the next 12 to 18 months if the
gross proceeds are at least $10,000,000 and none of the Convertible Notes are
converted prior to their repayment. If all of the Convertible Notes are
converted, AeroGrow anticipates that $10,000,000 of gross proceeds from the
Capital Raise will satisfy its capital requirements for up to an additional six
months. However, AeroGrow may require additional capital to support its growth
and cover operational expenses as AeroGrow expands its marketing and product
development. To do this AeroGrow may need to issue equity, debt or securities
convertible into equity which will dilute your stock ownership in AeroGrow
following the Merger. If the gross proceeds from the Capital Raise are less than
$10,000,000 and AeroGrow cannot obtain additional financing on reasonable terms,
AeroGrow may not have sufficient capital to operate its business as planned and
would have to modify its business plan or curtail some or all of its operations.

If the holders of AeroGrow's convertible notes choose repayment instead of
conversion, AeroGrow will not be able to implement its full plan of operation.

      AeroGrow's convertible notes with an aggregate principal face value of
$3.0 million are repayable on demand by the 51 noteholders at any time after
June 30, 2006, unless converted into shares of AeroGrow's common stock. If all
51 noteholders choose to demand payment rather than converting their notes to
common stock and conversion warrants, the $3.0 million principal and related
interest will be paid from the net proceeds of the Capital Raise. If all 51
noteholders choose not to convert AeroGrow would use a significant portion of
the net proceeds from the Capital Raise to repay the convertible notes instead
of funding its full plan of operations and AeroGrow may not be able to maximize
revenues or profitability. AeroGrow intends to enter into discussions with the
noteholders to extend the maturity of the convertible notes as part of the
Merger, but there are no assurances that the noteholders will accept these
modified terms.

AeroGrow's intellectual property and proprietary rights give it only limited
protection and can be expensive to defend.

      AeroGrow's ability to produce and sell kitchen garden systems depends in
part on securing patent protection for the components of its systems. To protect
its proprietary technology, AeroGrow relies on a combination of patents, trade
secrets and non-disclosure agreements, each of which affords only limited
protection. AeroGrow owns the rights to twelve United States patent applications
and one foreign patent application. However, these patent applications may not
result in issued patents and even issued patents may be challenged. AeroGrow
plans to begin selling its kitchen garden systems prior to receiving issued
patents relating to its patent applications. All of AeroGrow's intellectual
property rights may be challenged, invalidated or circumvented. Claims for
infringement may be asserted or prosecuted against AeroGrow in the future and
AeroGrow may not be able to protect its patents and intellectual property rights
against others. AeroGrow's former employees or consultants may violate their
non-disclosure agreements with AeroGrow, leading to a loss of proprietary
intellectual property. AeroGrow also could incur substantial costs to assert its
intellectual property or proprietary rights against others.
AeroGrow might not be able to hire and retain personnel with the appropriate
experience and talent to build its sales and marketing capability which will
negatively affect future revenue.

      AeroGrow intends to hire sales and marketing personnel with some of the
net proceeds from the Capital Raise. If AeroGrow is unable to identify, hire or
retain qualified sales and marketing personnel, AeroGrow will not be able to
achieve future revenue.

AeroGrow currently does not have a complete management team and the loss of key
members of its management could adversely affect its business.

      AeroGrow currently does not have a complete management team. Randy
Seffren, its chief marketing officer, and Jerry Gutterman, its chief financial
officer, serve as consultants or independent contractors rather than as AeroGrow
employees. AeroGrow may not be able to hire qualified managers at budgeted
compensation levels and its current consultants and independent contractors may
not continue to work for AeroGrow. AeroGrow's business depends on continuing to
receive the services and performance of W. Michael Bissonnette, its chief
executive officer, Mr. Seffren, Mr. Gutterman and other key members of its
management team. AeroGrow does not yet have any life insurance on any of its
management team members. If any of its key persons dies, resigns or becomes
unable to continue in his present role and an adequate replacement is not
obtained in a timely manner, its business operations could be materially
adversely affected. AeroGrow's officers and directors are also officers and
directors of other companies or serve AeroGrow on a part-time basis, and there
is no guarantee they will spend substantial portions of their time working for
AeroGrow. To the extent that they devote their time to other endeavors and not
to AeroGrow, its business could be adversely affected.

AeroGrow's future depends on the financial success of its kitchen garden
systems. Since AeroGrow is introducing entirely new products without comparable
sales history, AeroGrow does not know if its kitchen garden systems and seed
kits will generate wide acceptance by consumers.

      AeroGrow is introducing its kitchen garden systems and seed kits as new
products to consumer markets unfamiliar with their use and benefits. AeroGrow
does not know whether its products will generate widespread acceptance. If
consumers do not purchase its products, AeroGrow will not be profitable and you
may lose all of your investment. You must consider AeroGrow's prospects in light
of the risks, expenses and challenges of attempting to introduce new products
with unknown consumer acceptance.

AeroGrow's marketing strategies may not be successful which would adversely
affect its future revenues and profitability.
AeroGrow's revenues and future depend on the successful marketing of its
kitchen garden systems. AeroGrow cannot assure you that consumers will be
interested in purchasing its products. AeroGrow initially plans to use direct
marketing to sell its products via television commercials, infomercials,
magazine and newspaper advertising and the Internet. Its infomercials and
commercials may not generate sufficient income to continue to air them. If
AeroGrow's marketing strategies fail to attract customers, its product sales
will not produce future revenues sufficient to meet its operating expenses or
fund its future operations. If this occurs, AeroGrow's business may fail and you
may lose your entire investment.

AeroGrow's current or future manufacturers could fail to fulfill AeroGrow's
orders for kitchen garden systems which would disrupt its business, increase its
costs and could potentially cause it to lose its market.

      AeroGrow will initially depend on one contract manufacturer in China to
produce its kitchen garden systems. To date AeroGrow has received only limited
quantities of finished products and does not yet have an operating history that
demonstrates that this manufacturer can produce its kitchen garden systems in a
timely manner or in sufficient volumes. The manufacturer may also fail to
produce the kitchen garden system to AeroGrow's specifications or in a
workmanlike manner and may not deliver the systems on a timely basis. AeroGrow
is in the process of identifying other manufacturers in China to assure them of
an alternative source of supply. Any change in manufacturers could disrupt its
business due to delays in finding a new manufacturer, providing specifications
and testing initial production. A new manufacturer must also obtain an inventory
of necessary parts and tools for production. AeroGrow owns the tools used by its
Chinese manufacturer. AeroGrow's manufacturer operates in a foreign country and
may be subject to business, political, currency and regulatory risk that may
affect its ability to fulfill AeroGrow's orders for kitchen garden systems.

An active trading market for AeroGrow's common stock may not develop or be
sustained.

      The shares of AeroGrow's common stock may not be quoted on the NASD
Over-the-Counter Bulletin Board ("OTC BB") immediately following the Merger.
Following the Merger, AeroGrow intends to cooperate with the filing of a Form
211 by an NASD member and use its commercially reasonable efforts to have its
shares of common stock commence quotation of the OTC BB. However, there can be
no assurance that the shares of AeroGrow common stock will become quoted on the
OTC BB. Furthermore, even if the shares of AeroGrow common stock are quoted on
the OTC BB, there can be no assurance that an active trading market will develop
for such shares. If an active public trading market does not develop or
continue, you may have limited liquidity and may be forced to hold your shares
of AeroGrow's common stock for an indefinite period of time. Further, the prices
and volume of trading in AeroGrow's common stock may be adversely affected if
its securities are not listed or quoted.

The offering price of AeroGrow's common stock in connection with the Capital
Raise is arbitrary and as a result the stock price may decline after the Merger.
The offering price of AeroGrow's common stock in the Capital Raise was
determined by negotiations between AeroGrow and its placement agent us and was
not based on any objective criteria of value. These prices bear no relationship
to AeroGrow's assets, net worth, book value (loss) per share or net loss.
Accordingly, AeroGrow's stock price may suffer a decline after the Merger.

If an exemption from registration on which AeroGrow has relied on for any of its
past offerings of common stock or warrants were later challenged legally, its
principals may have to expend time defending claims and AeroGrow would then risk
paying expenses for defense, rescission and/or regulatory sanctions.

      To raise working capital, AeroGrow offered common stock and warrants in
private transactions that AeroGrow believed to be exempt from registration under
the Securities Act of 1933, as amended, and state securities laws. In 2004
AeroGrow also conducted a state registered offering in Colorado of common stock
and warrants intended to be exempt from registration under the Securities Act of
1933, as amended, as an intrastate offering. In the event that one or more
investors seeks rescission, with resulting return of investment funds and
interest at a market rate, or that state or federal regulators seeks sanctions
against AeroGrow or its principals, AeroGrow would spend time and financial
resources, including some of the net proceeds of the Capital Raise, to pay
expenses for defense, rescission awards or regulatory sanctions. The use of
funds would reduce the capital available to implement its full plan of
operation.

There may be substantial sales of AeroGrow's common stock by existing
stockholders and by the selling security holders who purchase shares of
AeroGrow's common stock in the Capital Raise which could cause the price of
AeroGrow's stock to fall.

      Future sales of substantial amounts of AeroGrow's common stock in the
public market, if one develops, or the perception that such sales might occur,
could cause the market price of its common stock to decline and could impair the
value of your investment in AeroGrow's common stock and its ability to raise
equity capital in the future. As of December 30, 2005, without giving effect to
the Capital Raise, AeroGrow had 5,008,944 shares of common stock outstanding, of
which 544,228 shares may be sold immediately after the Merger without
restriction. Except to the extent otherwise agreed to by the Company and
AeroGrow, as a condition of the Closing, the holders of the remaining 4,464,716
shares will be required to enter into lock-up agreements for such periods of
time to be agreed upon by the Company and AeroGrow. The shares of AeroGrow's
common stock underlying the Convertible Notes, Debt Warrants and Conversion
Warrants are required to be registered for resale by AeroGrow following the
Merger. As part of the Capital Raise, AeroGrow has agreed to register for resale
the Investor Shares issued in the Capital Raise (together with the shares of
AeroGrow Common Stock underlying the Investor Warrants) on a registration
statement to be filed with the SEC. In the event such registration statement is
filed, the shares of AeroGrow Common Stock issued to the Company's stockholders
in connection with the Merger will be included on such registration statement.
There can be no assurance that the shares of AeroGrow Common Stock received by
the Company's stockholders in connection with the Merger will become registered
under the Securities Act. The sales of AeroGrow Common Stock by these
stockholders or even the appearance that holders may make such sales may depress
any trading market that develops before you are able to sell the AeroGrow Common
Stock you receive in the Merger.
AeroGrow's outstanding warrants, options and convertible notes, and additional
future obligations to issue AeroGrow securities to various parties, may dilute
the value of your investment and may adversely affect AeroGrow's ability to
raise additional capital.

      As of December 30, 2005, AeroGrow had committed to issue up to 3,807,727
additional shares of common stock under the terms of outstanding convertible
notes, warrants, options and other arrangements. There are warrants and options
outstanding that can be exercised for 2,152,727 shares of its common stock at
exercise prices ranging from $0.005 to $15.00 per share. AeroGrow also has
convertible notes outstanding which could be converted into 750,000 shares of
its common stock assuming a conversion price of $4.00. AeroGrow also is required
to issue conversion warrants upon the conversion of its convertible notes which
could be exercised for 600,000 shares of its common stock at an exercise price
of $6.00 per share. As of December 30, 2005, AeroGrow also has commitments to
issue up to 275,000 shares of its common Stock and to grant stock options to
purchase up to 30,000 shares of its common stock.

      AeroGrow has historically issued shares of its common stock or granted
stock options to employees, consultants and vendors as a means to conserve cash,
and AeroGrow will continue to grant additional shares of stock and issue stock
options in the future. AeroGrow will be able to issue an additional 1,500,000
shares of common stock under its 2005 equity compensation plan.

      For the length of time these notes, warrants and options are outstanding,
the holders will have an opportunity to profit from a rise in the market price
of AeroGrow's common stock without assuming the risks of ownership. This may
adversely affect the terms upon which AeroGrow can obtain additional capital.
The holders of such derivative securities would likely exercise or convert them
at a time when AeroGrow would be able to obtain equity capital on terms more
favorable than the exercise or conversion prices provided by the notes, warrants
or options.

AeroGrow as "Successor Issuer" under Exchange Act

      The purpose of the Merger is to allow AeroGrow to be a "successor issuer"
to the Company within the meaning of Rule 12(g)-3 under the Exchange Act. As a
"successor issuer" AeroGrow will become a Section 12(g) reporting company under
the Exchange Act and will assume the reporting obligations of the Company. As a
result, the shares of common stock of AeroGrow shall be deemed automatically
registered securities under Section 12(g) of the Exchange Act without the
necessity of filing any additional registration statements covering those shares
of common stock. Pursuant to the requirements of Rule 12(g)-3 under the Exchange
Act, immediately following the Effective Time of the Merger, AeroGrow will
prepare and file a current report on Form 8-K disclosing the completion of the
Merger and the creation of AeroGrow as the "successor issuer."
Over-the-Counter Bulletin Board Quotation

      The shares of AeroGrow Common Stock will not be quoted on the OTC BB
immediately following the Merger. Following the Merger, AeroGrow intends to
cooperate with the filing of a Form 211 by an NASD member and use its
commercially reasonable efforts to have its shares commence quotation of the OTC
BB. However, there can be no assurance that the shares of AeroGrow Common Stock
will become quoted on the OTC BB. Furthermore, even if the shares of AeroGrow
Common Stock are quoted on the OTC BB, there can be no assurance that an active
trading market will develop for such shares.

Adoption of the Merger

      The board of directors of the Company has approved the Merger Agreement
and the Merger and recommends that its stockholders approve it. The affirmative
vote of the holders of a majority of the shares outstanding of Company Common
Stock is required for approval of the Merger. The board of directors of AeroGrow
has approved the Merger Agreement and the Merger, and the stockholders of
AeroGrow are not required to approve the Merger Agreement and the Merger under
Nevada General Corporation Law ("NGCL").

      On January 12, 2006, four stockholders who, in the aggregate, are the
record owners of 3,558,000 shares of Company Common Stock, representing
approximately 94.9% of the outstanding voting securities of the Company,
executed and delivered to the Company a written consent authorizing and
approving the Merger. Accordingly, the Merger has been approved by holders
representing approximately 94.9% of the outstanding voting securities of the
Company.

Appraisal Rights

      Appraisal rights are available under the Delaware General Corporation Law
for the stockholders of the Company in connection with the Merger. The procedure
to exercise appraisal rights will be provided in the Information Statement to be
filed by the Company with the SEC and to be mailed to the Company's
stockholders.

Closing; Effective Time

      The closing of the Merger will take place as soon as practicable (but in
no event later than two business days) after all conditions to the Merger under
the terms of the Merger Agreement have been satisfied or waived. Upon the
satisfaction or waiver of such conditions, a Certificate of Merger will be filed
with the Secretary of State of Delaware under the DGCL and with the Secretary of
State of Nevada under the NGCL ("Effective Time"). Upon the filing of these
documents, the Company will cease its corporate existence in the State of
Delaware.

Exchange of Certificates

      The issued and outstanding stock certificates of the Company will
represent the rights that the Company's stockholders will have in AeroGrow. The
Company's stockholders should submit their stock certificates to AeroGrow's
exchange agent ("Exchange Agent"), Corporate Stock Transfer Company, 3200 Cherry
Creek Drive South, Suite 430, Denver, Colorado 80209, telephone (303) 282-4800,
for new certificates of AeroGrow, subject to normal requirements as to proper
endorsement, signature guarantee, if required, and payment of applicable taxes.
The detailed instructions for the exchange of certificates will be set forth in
the Information Statement.
If a Company stockholder fails to submit his certificates for the
Company's Common Stock for cancellation to the Exchange Agent, together with
such letter of transmittal and investment representation letter, duly completed
and validly executed in accordance with the instructions thereto and within 30
days following the Closing of the Merger, such holder will not be entitled to
registration rights for his shares of AeroGrow Common Stock.

Directors and Executive Officers

      The directors of AeroGrow shall continue to be the directors of AeroGrow
immediately prior the Effective Time, until their respective successors are duly
elected or appointed and qualified as provided in the Merger Agreement. The
officers of AeroGrow shall continue to be the officers of AeroGrow immediately
prior to the Effective Time. The current officers and directors of the Company
will, as of the Effective Time, have no further role in the management and
affairs of the Company and/or AeroGrow.

Conditions to Closing

      Under the Merger Agreement, the Company and AeroGrow have agreed to do
certain things, some of which are conditions to the Merger. Each company is
obligated to (a) obtain all necessary approvals, which includes approval by the
stockholders of the Company, for the Merger, (b) give the other access to the
records and personnel to complete due diligence review, (c) proceed
expeditiously to undertake all actions so as to be able to consummate the
Merger, (d) AeroGrow must deliver audited financial statements including a
balance sheet as of December 31, 2004 and 2005 and statements of operations,
stockholders' equity and cash flows for the years then ended, pro forma
financial statements, and Form 10 information on AeroGrow, all of which then
will be included in the required Form 8-K relating to the consummation of the
transactions under the Merger Agreement to be filed at closing, and (e) neither
party will solicit or initiate proposals from, provide information to or hold
discussions with any party concerning any sale of assets or any material portion
of any capital stock or any merger, consolidation, business combination,
liquidation or similar transaction, subject to the fiduciary obligations of
directors generally.

      In addition to the foregoing conditions, the Merger is conditioned upon
(i) preparation, filing and mailing of a definitive 14C Information Statement by
the Company, (ii) the approval by the Company's stockholders of the Merger
Agreement and the transactions contemplated under the Merger Agreement, (iii)
dissenters not exercising their appraisal rights in excess of 200,000 shares,
(iv) AeroGrow being deemed a "successor issuer" under the Exchange Act, (v) the
receipt of certain lock up agreements by KRM Fund and certain existing holders
of AeroGrow's Common Stock, stock options and warrants, (vi) execution and
delivery of employment agreements with AeroGrow by Michael Bissonnette and
certain other AeroGrow management members, (vii) the approval of an equity
compensation plan by AeroGrow's stockholders, (viii) a minimum of $5,000,000
being subscribed for, and funded into escrow, by Investors for the purchase of
Investor Shares with attached Investor Warrants under the Capital Raise, and
(ix) the amendment of the terms and conditions of the Convertible Notes on a
basis mutually acceptable to the Company and AeroGrow.
Assuming all of the conditions have been satisfied, the Company intends to
file a Certificate of Merger with the Secretary of State of the State of
Delaware and Articles of Merger with the Secretary of State of the State of
Nevada promptly after the twentieth day after the date this Information
Statement has first been sent to stockholders.

Financial Advisory Agreement

      As a further condition to Closing, the Company shall have engaged Keating
Securities, LLC ("Keating Securities"), an affiliate of Keating Investments,
LLC, the managing member of the Company's controlling stockholder, to act as a
financial advisor in connection with the business combination between the
Company and AeroGrow for which it will earn an advisory fee of $350,000 upon
completion of the Merger. The advisory fee will be paid at the Closing of the
Merger. However, in the event the gross proceeds received under the Capital
Raise are less than $10,000,000, the advisory fee under the financial advisory
agreement shall be zero.

Post-Closing Covenants

      After the closing of the Merger, AeroGrow has agreed that, unless it has
the consent of KRM Fund, it will not issue any securities for one year to its
officers and directors or 10% or greater stockholders, consultants, service
providers or other parties, except for issuances with respect to outstanding
options, warrants and convertible securities and pursuant to existing
obligations, grants pursuant to stock option and similar plans approved by the
board and stockholders, capital raising requirements approved by the board, or
third party, arms-length transactions. AeroGrow will be obligated to: (i) remain
a 12(g) reporting company and comply with the reporting requirements under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), (ii) within
forty-five days following the Closing, AeroGrow's board of directors shall
satisfy the independence, audit and compensation committee and other corporate
governance requirements under the Sarbanes-Oxley Act of 2002 (the "SOX Act"),
the rules and regulations promulgated by the SEC, and the requirements of either
NASDAQ or American Stock Exchange ("AMEX") as selected by AeroGrow, whether or
not AeroGrow's Common Stock is listed or quoted, or qualifies for listing or
quotation, on NASDAQ or AMEX, (iii) use its commercially reasonable efforts to
obtain and maintain a quotation of its shares of AeroGrow Common Stock on the
NASD Over-the-Counter Bulletin Board ("OTC BB"), and (iv) within 30 days after
Closing, procure life insurance of certain key employees of AeroGrow.

Termination

      The Merger Agreement may be terminated as follows: (i) by mutual consent,
(ii) by either party if the reverse merger is not consummated by March 1, 2006,
(iii) by either party if the Merger is prohibited by issuance of an order,
decree or ruling, or (iv) by either party if the other is in material breach of
any representation, warranty, covenant or agreement. In the event of
termination, both parties are responsible for their expenses.
Tax Consequences

      The Merger has been structured to qualify as a reorganization under
Section 368(a) of the Code for federal income tax purposes. The parties have not
and do not intend to request an opinion of counsel. However, the Company
believes the Merger will so qualify and that, for U.S. federal income tax
purposes, no gain or loss will be recognized by the Company's stockholders who
receive AeroGrow Common Stock for their Company Common Stock in connection with
the Merger. The adjusted tax basis of each whole share of AeroGrow Common Stock
received by a Company stockholder as a result of the Merger will be the same as
the stockholder's aggregate adjusted tax basis in the shares of his Company
Common Stock. A stockholder who holds Company Common Stock will include in his
holding period for AeroGrow Common Stock that he receives his holding period for
the Company Common Stock.

Item 9.01 Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. None

      (b)   Pro forma financial information. None

      (c)   Exhibits.

Exhibit Number    Description
--------------    -----------

   2.2            Agreement and Plan of Merger between Wentworth I, Inc. and
                  Aero Grow International, Inc. dated January 12, 2006 (without
                  exhibits and schedules)

                                   SIGNATURES

      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.

                              Wentworth I, Inc.
                              (Registrant)

Date: January 13, 2006        By:    /s/ Kevin R. Keating
                                     --------------------------------------
                                     Kevin R. Keating, President and Secretary
EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

   2.2            Agreement and Plan of Merger between Wentworth I, Inc. and
                  Aero Grow International, Inc. dated January 13, 2006 (without
                  exhibits and schedules)