-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2IUTciofiIFyQg9jkHOLwX5IvA+ufZkEFQdqy4PsH6uBTyIfWRNr6ThMzEqE2b+ 51ueJ0z00OZabNAcmTeekA== 0001199835-09-000303.txt : 20090522 0001199835-09-000303.hdr.sgml : 20090522 20090522164651 ACCESSION NUMBER: 0001199835-09-000303 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090522 DATE AS OF CHANGE: 20090522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALCENT PRODUCTS INC. CENTRAL INDEX KEY: 0001122081 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82823 FILM NUMBER: 09849746 BUSINESS ADDRESS: STREET 1: 789 WEST PENDER STREET, SUITE 1010 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 BUSINESS PHONE: 604-606-7979 MAIL ADDRESS: STREET 1: 789 WEST PENDER STREET, SUITE 1010 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 FORMER COMPANY: FORMER CONFORMED NAME: NETTRON COM INC /BC/ DATE OF NAME CHANGE: 20000817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Agosto CORP Ltd. CENTRAL INDEX KEY: 0001395614 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30E LOWER HALCYON HEIGHTS CITY: LASCELLES STATE: C8 ZIP: BB24016 BUSINESS PHONE: 246-432-0401 MAIL ADDRESS: STREET 1: 30E LOWER HALCYON HEIGHTS CITY: LASCELLES STATE: C8 ZIP: BB24016 SC 13G/A 1 sc13g_agosto.htm AGOSTO CORPORATION sc13g_agosto.htm
 
   
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
         OMB APPROVAL
___________________________
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SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 5)*  (1)


VALCENT PRODUCTS, INC.
(Name of Issuer)


Common Stock
(Title of Class Securities)


918881103
(CUSIP NUMBER)


May 11, 2009
(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)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
(1) This filing is being submitted to correct an error in line No. 11 entitled “Percent of Class Represented by Amount in Row (9)” in the Schedule 13G Amendment No. 5 filed by the reporting persons on May 20, 2009 that was caused when the document was converted into html format.  No other information to the Schedule 13G Amendment No. 5 has been revised in this filing.
 
1
 

CUSIP NO.  918881103

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

                                Agosto Corporation Limited and J. Gordon Murphy as joint filers pursuant to Rule 13d-1(k)
 
 
2.
Check the appropriate Box if a Member of a Group (See Instructions)

(a)
 o

 
(b)
 o
 
 
 
3.
SEC Use Only
 

 
4.
Citizenship or Place of Organization   Agosto is a British Virgin Islands corporation and J. Gordon Murphy is a citizen of Canada.
               
   5.   Sole Voting Power  …85,536,220 shares are beneficially owned by Agosto and 2,000,00 shares are beneficially owned by EXOMS, Ltd.  See description in Item 4 below.
 Number of       
 Shares  6.    Shared Voting Power
 Beneficially      
Ownend by
Each Reporting
  7.    Sole Dispositive Power  …85,536,220 shares are beneficially owned by Agosto and 2,000,000shares are beneficially owned by EXOMS, Ltd.  See further description of the contractual limitations with respect to Agosto’s dispositive power in Item 4 below
Person      
   8.    Shared Dispositive Power
       
 
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 14.8% by J. Gordon Murphy, of which approximately 14.5% is beneficially owned by Agosto (see further description in Item 4 below)
 
 

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

 
11
Percent of Class Represented by Amount in Row (9) 14.8%
     
 

 
12
Type of Reporting Person (See Instructions)

 
·
Agosto Corporation Ltd:  CO
 
·
J. Gordon Murphy:  IN


 
      Item 1
 
(a)
Name of Issuer:
Valcent Products, Inc.
    Address of Issuer's Principal Executive Offices:     89 West Pender St., Suite 1010
      Vancouver, BC Canada V6C IH2
                                                                                        

 

 
2
 
 
CUSIP NO.  918881103
 
Item 2 (a), and (b):

 
This Schedule 13G is being filed on behalf of Agosto Corporation Ltd., and J. Gordon Murphy, as joint filers (collectively the “Reporting Persons”).
 
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which  is attached to this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
 
 
The principal business office of the Reporting Persons is:
 
 
Catherine E. Christopher Building
 
 
Wickhams Cay 1, Road Town             
 
Tortola, British Virgin Islands
 

(c) Citizenship:                                                                        Agosto is a British Virgin Islands corporation and Dr. Murphy is a Canadian citizen.
 
(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)
¨ 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
 
        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) Amount beneficially owned:   87,536,220.   The total beneficial ownership of the Reporting Persons includes 85,836,220 shares held by Agosto Corporation and 2,000,000 shares held by EXOMS Ltd.  J. Gordon Murphy is the sole shareholder and a control person of both Agosto Corporation and EXOMS and therefore for the purposes of Rule 13d-3 Dr. Murphy may be deemed the beneficial owner of the shares beneficially held by Agosto Corporation and EXOMS.
 
82,836,220 shares of common stock beneficially owned by Agosto were acquired in May 2009 upon the settlement of certain debt owed to Agosto by Valcent Products Inc.  These shares are subject to a lock-up agreement which prohibits their disposition until January 1, 2010 and thereafter permits Agosto to dispose of up to 20,709,055 shares in each calendar quarter of 2010.  After December 31, 2010 there are no contractual restrictions on Agosto’s ability to dispose of the shares.
 
 
 
3
 
CUSIP NO.  918881103
 
 (b) Percent of class:   14.8%
       
 (c) Number of shares as to which the person has:      
       
 (i) Sole power to vote or to direct the vote 
87,536,220 (of which 85,536,220 shares arebeneficially held by Agosto)
       
 (ii) Shared power to vote or to direct the vote
  0    
       
 (iii) Sole power to dispose or to direct the disposition of
 87,536,220 (of which 85,536,220 shares arebeneficially held by Agosto and certain of which are subject to the restrictions described in Item4(a) above)
       
 (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. Certifications
 
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.
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.
 
 
 
  Date:  May 20, 2009  
       
 
 /s/ Agosto Corporation Ltd  
   By: J. Gordon Murphy, President  
     
    Date:  May 20, 2009  
       
    /s/   J. Gordon Murphy  
    Gordon Murphy  
 
   


EXHIBIT INDEX

     Exhibit Description

       99.1         Joint Filing Agreement
 
4

 EX-99.1 2 exhibit_99-1.htm JOINT FILING AGREEMENT exhibit_99-1.htm
EXHIBIT 99.1
 
Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Valcent Products, Inc. and that this Agreement shall be included as an Exhibit to such joint filing.

Each person on whose behalf this statement is filed acknowledges that he or it is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained herein; such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 20th day of May, 2009.


          
 
  AGOSTO CORPORATION LTD.  
       
 
 
 /s/ Agosto Corporation Ltd.  
    By: J. Gordon Murphy, President  
       
       
     s/ J. Gordon Murphy  
      J. GORDON MURPHY  
       
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