UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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: ~~May~~July 81, 2009

ADVANCED GROWING SYSTEMS, INC.

(Name of Registrant as specified in its charter)

Nevada		000-52572		20-4281128
(State or other jurisdiction of incorporation or jurisdiction)		(Commission file Number)		(I.R.S. Employer Identification Number)

3050 Royal Boulevard South, Ste 135

Alpharetta, GA 30022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (678) 387-5061

Copies to:

Joseph M. Lucosky, Esq.

Anslow & Jaclin, LLP

195 Rt. 9 South

Manalapan, NJ, 07726

Tel: (732) 409-1212

Fax: (732) 577-1188

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~May 8,~~July 1, 2009, Advanced Growing Systems, Inc. (“we,” “Advanced Growing” or the “Company”) ~~Board~~entered into a binding letter of ~~Directors~~intent (the “Letter of ~~Advanced~~Intent”) ~~Growing~~with enVentive ~~Systems~~Solutions, Inc., ~~(the~~a Delaware corporation (“~~Company~~enVentive”). Pursuant to the Letter of Intent, enVentive and the ~~elected~~Company ~~Sam~~will ~~Healey~~commence asthe negotiation and preparation of a ~~member~~definitive share purchase agreement (the “Definitive Agreement”) whereby the Company will receive 100% of ~~our~~the ~~Board~~issued and outstanding shares of ~~Directors. Mr.~~enVentive ~~Healey~~in exchange for common ~~was~~stock ~~not~~of ~~appointed~~the toCompany ~~any~~representing ~~committees~~approximately 85% of the ~~Board~~outstanding shares of common ~~Directors~~stock on a fully diluted basis (the “Transaction”) on or before September 1, 2009. ~~There~~Pursuant to the Letter of Intent, enVentive will become a iswholly-owned nosubsidiary ~~family~~of ~~relationship~~the ~~between~~Company. MrIn addition, an additional 7.5% ~~Healey~~earn-out provision ~~and~~will ~~any~~be available for the shareholders of ~~our~~the ~~current~~Company ~~directors~~over ora 24 month ~~officers~~period.

MrEnventive Solutions, Inc., formerly Venture Chemicals, Inc., was founded in 1977 as a ~~Healey~~specialty chemical manufacturer for products used in a variety of industrial markets. Enventive holds over 190 worldwide patents and employs over 100 people with a long history of profitable growth. Enventive has also been ~~elected~~working toas the ~~Board~~engineer in reconstructing the manufacturing processes for Organic Growing Systems, Inc., a subsidiary of ~~Directors~~Advanced ~~pursuant~~Growing, to increase the ~~terms~~production ofcapacity ~~the~~to over 200 tons per day. Enventive is also ~~Company’s~~heavily ~~senior~~involved ~~secured~~in ~~convertible~~the ~~promissory~~production ~~note~~of (the ~~“Note”)~~Organisan ~~with~~II-YS ~~Lamassu~~product, which is an ~~Capital~~adjuvant ~~Management,~~used ~~LLC.,~~in ~~filed~~the onagricultural ~~Form~~marketplace ~~8-K~~to onassist ~~August~~plants ~~25,~~in the uptake of ~~2008~~nutrients.

~~Except~~The ~~for~~foregoing description of the ~~Note,~~Letter ~~Mr.~~of ~~Healey~~Intent ~~has~~and the Transaction ~~not been nor~~ is qualified hein aits ~~party~~entirety toby ~~any transaction~~reference ~~within~~to the ~~last~~Letter ~~fiscal~~of ~~year,~~Intent attached oras ~~any~~Exhibit ~~currently proposed transaction to which we~~10.1 ~~are a party~~hereto.

~~Sam~~Item ~~Healey’s biography is as follows:~~9.01. Exhibits.

Sam Healey (Age: 37), was founder of Lamassu Capital in 2006 as a primary investment vehicle for small and micro cap companies in the Clean Technology Sector. In 2008, he brought Lamassu Capital under the umbrella of Lamassu Holdings, LLC. Lamassu Holdings is engaged in both the public and private markets specializing in emerging companies in the clean technologies, energy, energy efficiency and technology sectors. From 2004 – 2006, Sam Healey was a proprietary trader for Assent Trading, an industry leader and one of the largest, most experienced firms within the direct access marketplace. From 1996 – 2003 Sam Healey was involved in the start up of small business in Austin Texas. Sam Healey graduated from Oberlin College in 1995 with a Highest Honors in Microbiology.

Exhibit Number	Description

10.1	Letter of Intent between the Company and enVentive Solutions, Inc., effective July 1, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~as ~~Registrant~~amended, ~~has duly~~the registrant caused this report to be signed on its behalf by the undersigned, thereunto ~~hereunto~~ duly authorized.

	ADVANCED GROWING SYSTEMS, INC.
Date: May 12, 2009	By:	/s/ Chris J. Nichols
Date: July 6, 2009	By:	/s/ Christopher J. Nichols
		Chris J. Nichols
		Christopher J. Nichols
		Principal Executive Officer

Filing Compare · ADVANCED GROWING SYSTEMS, INC.