<SUBMISSION>
<ACCESSION-NUMBER>0001019056-07-001012
<TYPE>SC 13G
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20071031
<DATE-OF-FILING-DATE-CHANGE>20071030
<GROUP-MEMBERS>ADAM BENOWITZ
<GROUP-MEMBERS>VISION CAPITAL ADVISORS, LLC
<GROUP-MEMBERS>VISION OPPORTUNITY MASTER FUND, LTD.
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>Advanced Growing Systems, Inc.
<CIK>0001369608
<ASSIGNED-SIC>5190
<IRS-NUMBER>204281128
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G
<ACT>34
<FILE-NUMBER>005-83230
<FILM-NUMBER>071200917
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>230 NORTH PARK BLVD.
<STREET2>SUITE 106
<CITY>Grapevine
<STATE>TX
<ZIP>76051
<PHONE>817-416-2533
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>230 NORTH PARK BLVD.
<STREET2>SUITE 106
<CITY>Grapevine
<STATE>TX
<ZIP>76051
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>Advanced Growing Systems Inc
<DATE-CHANGED>20060720
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>VISION CAPITAL ADVISORS, LLC
<CIK>0001411962
<IRS-NUMBER>000000000
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>20 WEST 55TH STREET
<STREET2>5TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
<PHONE>212-849-8242
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>20 WEST 55TH STREET
<STREET2>5TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>agrowing_13g.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)*

                         Advanced Growing Systems, Inc.
                         ------------------------------
                                (Name of Issuer)

                         Common Stock, par value $0.001
                         ------------------------------
                         (Title of Class of Securities)

                                    00766B109
                                 --------------
                                 (CUSIP Number)

                               September 13, 2007
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                               Page 1 of 10 Pages
<PAGE>

CUSIP No. 00766B109

1.    Names of Reporting Persons
      I.R.S. Identification Nos. of above persons (entities only)

      Adam Benowitz

2.    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)   [ ]
      (b)   [ ]

3.    SEC Use Only

4.    Citizenship or Place of Organization

      United States

NUMBER OF            5. SOLE VOTING POWER                                      0
SHARES
BENEFICIALLY         6. SHARED VOTING POWER                            2,489,028
OWNED BY EACH
REPORTING            7. SOLE DISPOSITIVE POWER                                 0
PERSON WITH:
                     8. SHARED DISPOSITIVE POWER                       2,489,028

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      2,489,028

10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
      Instructions) [ ]

11.   Percent of Class Represented by Amount in Row (9)

      9.9%

12.   Type of Reporting Person (See Instructions)

      IN

                               Page 2 of 10 Pages
<PAGE>

CUSIP No. 00766B109

1.    Names of Reporting Persons
      I.R.S. Identification Nos. of above persons (entities only)

      Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital
      Management, LLC)

2.    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)   [ ]
      (b)   [ ]

3.    SEC Use Only

4.    Citizenship or Place of Organization

      Delaware

NUMBER OF            5. SOLE VOTING POWER                                      0
SHARES
BENEFICIALLY         6. SHARED VOTING POWER                            2,489,028
OWNED BY EACH
REPORTING            7. SOLE DISPOSITIVE POWER                                 0
PERSON WITH:
                     8. SHARED DISPOSITIVE POWER                       2,489,028

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      2,489,028

10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
      Instructions) [ ]

11.   Percent of Class Represented by Amount in Row (9)

      9.9%

12.   Type of Reporting Person (See Instructions)

      IA

                               Page 3 of 10 Pages
<PAGE>

CUSIP No. 00766B109

1.    Names of Reporting Persons
      I.R.S. Identification Nos. of above persons (entities only)

      Vision Opportunity Master Fund, Ltd.

2.    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)   [ ]
      (b)   [ ]

3.    SEC Use Only

4.    Citizenship or Place of Organization

      Cayman Islands

NUMBER OF            5. SOLE VOTING POWER                                      0
SHARES
BENEFICIALLY         6. SHARED VOTING POWER                            2,489,028
OWNED BY EACH
REPORTING            7. SOLE DISPOSITIVE POWER                                 0
PERSON WITH:
                     8. SHARED DISPOSITIVE POWER                       2,489,028

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      2,489,028

10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
      Instructions) [ ]

11.   Percent of Class Represented by Amount in Row (9)

      9.9%

12.   Type of Reporting Person (See Instructions)

      CO

                               Page 4 of 10 Pages
<PAGE>

Item 1.

(a)   The name of the issuer is Advanced Growing Systems, Inc. (the "Issuer").

(b)   The principal executive offices of the Issuer are located at 230 North
      Park Boulevard, Suite 106, Grapevine, Texas 76051.

Item 2.

(a)   This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd.,
      a Cayman Islands company (the "Fund"), (ii) Vision Capital Advisors, LLC,
      a Delaware limited liability company (formerly known as Vision Opportunity
      Capital Management, LLC) (the "Investment Manager"), which serves as the
      investment manager of the Fund, and (iii) Adam Benowitz, the Managing
      Member of the Investment Manager and the Portfolio Manager for the Fund
      (all of the foregoing, collectively, the "Filers"). The Fund is a private
      investment vehicle formed for the purpose of investing and trading in a
      wide variety of securities and financial instruments. The Fund directly
      owns all of the shares reported in this Statement. Mr. Benowitz and the
      Investment Manager may be deemed to share with the Fund voting and
      dispositive power with respect to such shares. Each Filer disclaims
      beneficial ownership with respect to any shares other than those owned
      directly by such Filer.

(b)   The principal business office of the Fund is:

      c/o Citi Hedge Fund Services (Cayman) Limited
      P.O. Box 1748
      Cayman Corporate Centre
      27 Hospital Road, 5th Floor
      Grand Cayman KY1-1109
      Cayman Islands

      The principal business office of each of the Investment Manager and Mr.
      Benowitz is:

      20 West 55th Street, 5th Floor
      New York, New York 10019
      USA

(c)   For citizenship information see Item 4 of the cover page of each Filer.

(d)   This Statement relates to the Common Stock, par value $0.001 per share, of
      the Issuer (the "Common Stock").

(e)   The CUSIP Number of the Common Stock is listed on the cover pages hereto.

                               Page 5 of 10 Pages
<PAGE>

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:

(a)   [ ]   Broker or dealer registered under section 15 of the Act (15 U.S.C.
            78o).

(b)   [ ]   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)   [ ]   Insurance company as defined in section 3(a)(19) of the Act (15
            U.S.C. 78c).

(d)   [ ]   Investment company registered under section 8 of the Investment
            Company Act of 1940 (15 U.S.C. 80a-8).

(e)   [ ]   An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)   [ ]   An employee benefit plan or endowment fund in accordance with
            240.13d-1(b)(1)(ii)(F);

(g)   [ ]   A parent holding company or control person in accordance with
            240.13d-1(b)(1)(ii)(G);

(h)   [ ]   A savings associations as defined in Section 3(b) of the Federal
            Deposit Insurance Act (12 U.S.C. 1813);

(i)   [ ]   A church plan that is excluded from the definition of an investment
            company under section 3(c)(14) of the Investment Company Act of 1940
            (15 U.S.C. 80a-3);

(j)   [ ]   Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4. Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is given as of September 13, 2007, and is based on 22,652,665 shares
of Common Stock outstanding as of August 20, 2007, as reported on the Issuer's
Quarterly Report on Form 10-QSB filed on August 20, 2007.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.

Not applicable.

                               Page 6 of 10 Pages
<PAGE>

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

(a)   Not applicable.

(b)   By signing below I certify that, to the best of my knowledge and belief,
      the securities referred to above were not acquired and are not held for
      the purpose of or with the effect of changing or influencing the control
      of the issuer of the securities and were not acquired and are not held in
      connection with or as a participant in any transaction having that purpose
      or effect.

                               Page 7 of 10 Pages
<PAGE>

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: October 30, 2007

                       ADAM BENOWITZ
                       VISION CAPITAL ADVISORS, LLC
                       VISION OPPORTUNITY MASTER FUND, LTD.

                       By: /s/ ADAM BENOWITZ
                           ------------------------------------------
                       Adam Benowitz, for himself, as Managing
                       Member of the Investment Manager and as
                       Portfolio Manager of the Fund

                               Page 8 of 10 Pages
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Document

1             Joint Filing Agreement

                               Page 9 of 10 Pages
<PAGE>

                                    Exhibit 1

                             JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, par value $0.001 per share, of Advanced Growing Systems,
Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement.

Dated: October 30, 2007

                       ADAM BENOWITZ
                       VISION CAPITAL ADVISORS, LLC
                       VISION OPPORTUNITY MASTER FUND, LTD.

                       By: /s/ ADAM BENOWITZ
                           ------------------------------------------
                       Adam Benowitz, for himself, as Managing
                       Member of the Investment Manager and as
                       Portfolio Manager of the Fund


                               Page 10 of 10 Pages
</TEXT>
</DOCUMENT>
</SUBMISSION>
