<SUBMISSION>
<ACCESSION-NUMBER>0001019056-09-000141
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20090211
<DATE-OF-FILING-DATE-CHANGE>20090211
<GROUP-MEMBERS>ADAM BENOWITZ
<GROUP-MEMBERS>VCAF GP, LLC
<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/A
<ACT>34
<FILE-NUMBER>005-83230
<FILM-NUMBER>09590499
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3050 ROYAL BOULEVARD SOUTH
<STREET2>SUITE 135
<CITY>ALPHARETTA
<STATE>GA
<ZIP>30022
<PHONE>678-387-5061
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3050 ROYAL BOULEVARD SOUTH
<STREET2>SUITE 135
<CITY>ALPHARETTA
<STATE>GA
<ZIP>30022
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>Advanced Growing Systems, Inc.
<DATE-CHANGED>20070301
</FORMER-COMPANY>
<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/A
</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/A
<SEQUENCE>1
<FILENAME>agws_13ga3.txt
<DESCRIPTION>SC 13G/A
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*


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


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


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


                                December 31, 2008
             -------------------------------------------------------
             (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

<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                             2,842,955
OWNED BY EACH
REPORTING          7. SOLE DISPOSITIVE POWER                                  0
PERSON WITH:
                   8. SHARED DISPOSITIVE POWER                        2,842,955

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      2,842,955

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

<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                             2,842,955
OWNED BY EACH
REPORTING          7. SOLE DISPOSITIVE POWER                                  0
PERSON WITH:
                   8. SHARED DISPOSITIVE POWER                        2,842,955

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      2,842,955

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

<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                            See Item 4
OWNED BY EACH
REPORTING          7. SOLE DISPOSITIVE POWER                                  0
PERSON WITH:
                   8. SHARED DISPOSITIVE POWER                       See Item 4

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      See Item 4

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

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

      See Item 4

12.   Type of Reporting Person (See Instructions)

      CO

                                  Page 4 of 10

<PAGE>

CUSIP No. 00766B109

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

      Vision Capital Advantage Fund, L.P.

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                            See Item 4
OWNED BY EACH
REPORTING          7. SOLE DISPOSITIVE POWER                                  0
PERSON WITH:
                   8. SHARED DISPOSITIVE POWER                       See Item 4

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      See Item 4

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

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

      See Item 4

12.   Type of Reporting Person (See Instructions)

      PN

                                  Page 5 of 10

<PAGE>

CUSIP No. 00766B109

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

      VCAF GP, 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                          See Item 4
OWNED BY EACH
REPORTING            7. SOLE DISPOSITIVE POWER                                0
PERSON WITH:
                     8. SHARED DISPOSITIVE POWER                     See Item 4

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      See Item 4

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

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

      See Item 4

12.   Type of Reporting Person (See Instructions)

      OO

                                  Page 6 of 10

<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 3050 Royal
      Blvd South, Ste 135, Alpharetta, GA 30022.

Item 2.

(a)   This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd.,
      a Cayman Islands company (the "Master Fund"), (ii) Vision Capital
      Advisors, LLC, a Delaware limited liability company (formerly known as
      Vision Opportunity Capital Management, LLC) (the "Investment Manager"),
      (iii) Vision Capital Advantage Fund, L.P., a Delaware limited partnership
      ("VCAF"; and together with the Master Fund, the "Funds"), (iv) VCAF GP,
      LLC, a Delaware limited liability company ("VCAF GP"), which serves as the
      general partner of VCAF, and (v) Adam Benowitz, the Managing Member of the
      Investment Manager (all of the foregoing, collectively, the "Filers").
      Each of the Funds is a private investment vehicle engaged in investing and
      trading in a wide variety of securities and financial instruments for its
      own account. The Funds directly beneficially own all of the shares
      reported in this Statement. Mr. Benowitz and the Investment Manager (and
      VCAF GP, with respect to the shares owned by VCAF) may be deemed to share
      with the Master Fund and VCAF voting and dispositive power with respect to
      such shares. Each Filer disclaims beneficial ownership with respect to any
      shares other than those beneficially owned directly by such Filer.

(b)   The principal business office of the Master 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 VCAF, VCAF GP, 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 7 of 10

<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).

Item 4. Ownership.

As of December 31, 2008, the Master Funds collectively had the ability to
acquire up to 2,842,955 shares of Common Stock within 60 days through the
exercise or conversion of derivative securities, and thus beneficially owned
2,842,955 shares of Common Stock, representing 9.9% of all of the outstanding
shares of Common Stock.

The foregoing percentage is based on 25,873,761 shares of Common Stock
outstanding as of December 31, 2008, as reported in the Issuer's Annual Report
on Form 10-K filed on January 13, 2009.

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: [ ]

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.

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

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

                                  Page 8 of 10

<PAGE>

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 9 of 10

<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: February 10, 2009

                        ADAM BENOWITZ
                        VISION CAPITAL ADVISORS, LLC
                        VISION OPPORTUNITY MASTER FUND, LTD.
                        VCAF GP, LLC
                        VISION CAPITAL ADVANTAGE FUND, L.P.

                        By:  /s/ Adam Benowitz
                            -----------------------------------------
                        Adam Benowitz, for himself, as Managing Member of the
                        Investment Manager, as Managing Member of VCAF GP
                        (for itself and on behalf of VCAF), and as a Director
                        of the Master Fund

                                  Page 10 of 10

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.    Document

     1             Joint Filing Agreement



<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: February 10, 2009

                        ADAM BENOWITZ
                        VISION CAPITAL ADVISORS, LLC
                        VISION OPPORTUNITY MASTER FUND, LTD.
                        VCAF GP, LLC
                        VISION CAPITAL ADVANTAGE FUND, L.P.

                        By:  /s/ Adam Benowitz
                            ---------------------------------------------
                        Adam Benowitz, for himself, as Managing Member of the
                        Investment Manager, as Managing Member of VCAF GP
                        (for itself and on behalf of VCAF), and as a Director
                        of the Master Fund

</TEXT>
</DOCUMENT>
</SUBMISSION>
