agosto_valcent-sc13ga.htm

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).

	1.	NAME OF REPORTING PERSONSIRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Agosto Corporation Limited

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

	3.	SEC USE ONLY


	4.	CITIZENSHIP OR PLACE OF ORGANIZATION
		British Virgin Islands
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	SOLE VOTING POWER: 0

		6.	SHARED VOTING POWER: 0

		7.	SOLE DISPOSITIVE POWER: 6,528,414

		8.	SHARED DISPOSITIVE POWER: 0


	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,528,414 (see description in Item 4 below).

	10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 14.0%

	12.	TYPE OF REPORTING PERSON*: CO


(a)		Name of Person Filing	Agosto Corporation Limited
(b)		Address of Principal Business Office or, if none, Residence	Catherine E. Christopher Building
			Wickhams Cay 1, Road Town
			Tortola, British Virgin Islands

(c)		Citizenship	British Virgin Islands
(d)		Title of Class of Securities	Common Stock
(e)		CUSIP Number	918881103

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

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

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

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

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

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

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

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

(i)	o 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)	o Group, in accordance with §240.13d-1(b)(1)(ii)(J).


(a)	Name of Issuer:	Valcent Products, Inc.
(b)	Address of Issuer’s Principal Executive Offices	789 West Pender St., Suite 1010
		Vancouver, B.C. Canada V6C 1H2

(a)	Amount beneficially owned: 6,528,414

	Pursuant to the convertible debentures held by Agosto, Agosto is contractually prohibited from converting the debenture if such conversion would cause Agosto to hold more then 9.99% of Valcent’s outstanding common stock. Beneficial ownership is based on terms relating to the convertible debentures held by Agosto and other securities held at December 31, 2007, a December 31, 2007 closing share price of the Issuer of $0.90 per share, and issued and outstanding shares on December 31, 2007 of the Issuer of 40,228,835.

(b)	Percent of class: 14.0%.

(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 0

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition of: 6,528,414

		(iv)	Shared power to dispose or to direct the disposition of: 0

Item 5.			Ownership of Five Percent or Less of a Class. 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 or control person. Not applicable

Item 8.			Identification and Classification of Members of the Group. Not applicable

Item 9.			Notice of Dissolution of Group. Not applicable

Item 10.			Certification

	Date: February 14, 2008

	By:	/s/ Dr. J. Gordon Murphy
		Agosto Corporation Limited
		Name/Title: Dr. J. Gordon Murphy, President