valcent_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

VALCENT PRODUCTS, INC.

(Name of Issuer)

Common Stock

(Title of Class Securities)

918881103

(CUSIP NUMBER)

March 31, 2011

(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.

CUSIP NO. 918881103

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)

Check the appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Citizenship or Place of Organization

Agosto is a British Virgin Islands corporation.

J. Gordon Murphy is a citizen of Canada.

Number of Shares Beneficially Owned by Each Reporting Person With	(5) Sole Voting Power:	7,081,721 shares are beneficially owned by Agosto; and 7,192,832 shares are beneficially owned by Dr. Murphy (which includes the shares beneficially owned by Agosto and 111,111 shares beneficially owned by EXOMS, Ltd.). See further description in Item 4 below.

	(6) Shared Voting Power:

	(7) Sole Dispositive Power:	7,081,721 shares are beneficially owned by Agosto; and 7,192,832 shares are beneficially owned by Dr. Murphy (which includes the shares beneficially owned by Agosto and 111,111 shares beneficially owned by EXOMS, Ltd.) See further description in Item 4 below.

	(8) Shared Dispositive Power:

Aggregate Amount Beneficially Owned by Each Reporting Person

8.6% by J. Gordon Murphy, of which approximately 8.5% is beneficially owned by

Agosto (see further description in Item 4 below)

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

Percent of Class Represented by Amount in Row (9) 8.6%

Type of Reporting Person (See Instructions)

Agosto Corporation Ltd: CO

J. Gordon Murphy: IN

Item 1

(a)

Name of Issuer:

Address of Issuer's Principal Executive Offices:

Valcent Products, Inc.

789 West Pender St., Suite 1010

Vancouver, BC Canada V6C IH2

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 has been previously filed with the SEC and is incorporated by reference in this filing, pursuant to which the Reporting Persons agreed to file this Schedule 13G/A 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

Agosto is a British Virgin Islands corporation.

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: 7,192,832 shares by Dr. Murphy. Dr. Murphy’s beneficial ownership includes 7,081,721 shares beneficially held by Agosto Corporation and 111,111 shares held by EXOMS Ltd. Of these shares 776,570 represent shares underlying warrants that are exercisable at $0.25 per share. Approximately 2,2096,739 of the shares beneficially held by Dr. Murphy/Agosto are subject to a lock-up agreement which limits the number of shares Dr. Murphy/Agosto may dispose of through March 31, 2012. 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.

(b) Percent of class:

8.6% by Dr. Murphy, of which 8.5% is held by Agosto.

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

7,192,832 shares by Dr. Murphy, of which 7,081,721 shares are beneficially held by Agosto.

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

(iii) Sole power to dispose or to direct the disposition of

7,192,832 shares by Dr. Murphy; of which 7,081,721 shares are beneficially held by Agosto. Certain of these shares are subject to the restrictions described in Item 4(a) above.

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

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: April 1, 2011

	/s/ Agosto Corporation Ltd
	By: J. Gordon Murphy, President

	Date: April 1, 2011

	/s/ J. Gordon Murphy

EXHIBIT INDEX

Exhibit Description

99.1 Joint Filing Agreement, incorporated by reference from Schedule 13G/A No. 5 filed on May 20, 2009.