On July 31, 2006, US Farms, Inc. (“USFI” or the “Company”) entered into an Asparagus Growing Agreement with Phrixus Holdings, Inc. (“Phrixus”), to provide services including (i) farming acreage (ii) management and supervision (iii) responsibility to verify no toxic chemicals exist (iv) guarantee in the product of asparagus (v) provide log on the chemicals applied (vi) serve as operator under the regulations promulgated by the California Department of Food and Agriculture Commissioner’s Office. In consideration of Phrixus’ services performed, the Company will pay a fee of $500 per acre plus all growing cost. The complete Asparagus Growing Agreement is attached as 10.1.

Item 9.01. Financial Statements and Exhibits

 (d) Exhibits. The following exhibits are being filed herewith.

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.


US FARMS, INC.