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: July 1,
2009
ADVANCED
GROWING SYSTEMS, INC.
(Name
of Registrant as specified in its charter)
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Nevada
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000-52572
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20-4281128
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(State
or other jurisdiction of incorporation or jurisdiction)
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(Commission
file Number)
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(I.R.S.
Employer Identification
Number)
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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
1.01 Entry into a Material Definitive Agreement.
On July
1, 2009, Advanced Growing Systems, Inc. (“we,” “Advanced Growing” or the
“Company”) entered into a binding letter of intent (the “Letter of Intent”) with
enVentive Solutions, Inc., a Delaware corporation
(“enVentive”). Pursuant to the Letter of Intent, enVentive and the
Company will commence the negotiation and preparation of a definitive share
purchase agreement (the “Definitive Agreement”) whereby the Company will receive
100% of the issued and outstanding shares of enVentive in exchange for common
stock of the Company representing approximately 85% of the outstanding shares of
common stock on a fully diluted basis (the “Transaction”) on or before September
1, 2009. Pursuant to the Letter of Intent, enVentive will become a
wholly-owned subsidiary of the Company. In addition, an additional 7.5% earn-out
provision will be available for the shareholders of the Company over a 24 month
period.
Enventive
Solutions, Inc., formerly Venture Chemicals, Inc., was founded in 1977 as a
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 working as the engineer in reconstructing the manufacturing processes
for Organic Growing Systems, Inc., a subsidiary of Advanced Growing, to increase
the production capacity to over 200 tons per day. Enventive is also
heavily involved in the production of the Organisan II-YS product, which is an
adjuvant used in the agricultural marketplace to assist plants in the uptake of
nutrients.
The
foregoing description of the Letter of Intent and
the Transaction is qualified in its entirety by reference
to the Letter of Intent attached as Exhibit 10.1
hereto.
Item
9.01. Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter
of Intent between the Company and enVentive Solutions, Inc., effective
July 1, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ADVANCED
GROWING SYSTEMS, INC.
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Date:
July 6, 2009
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By:
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/s/ Christopher J.
Nichols
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Christopher
J. Nichols
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Principal
Executive Officer
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