UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PetroAlgae Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

71646T 107

(CUSIP Number)

Eugene Grin Principal Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017 (212) 541-5800 with a copy to: Daniel P. Raglan, Esq. Torys LLP 237 Park Avenue New York, New York 10017 (212) 880-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a 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 disclosures provided in a prior cover page.

The information required on 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).

Cusip No. 71646T 107

1)	Names of Reporting Persons.             PetroTech Holdings Corp.* I.R.S. Identification Nos. of above persons (entities only):  26-3117649
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0**
	8)    Shared Voting Power:                 100,000,000**
	9)    Sole Dispositive Power:                 0**
	10)    Shared Dispositive Power:                 100,000,000**

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,000,000**
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             95.9%**
14)	Type of Reporting Person (See Instructions):             CO

* Eugene Grin is also listed as a person filing this statement because he is the sole director of PetroTech Holdings Corp., a Delaware corporation (“PetroTech”), and may be deemed to have sole voting and investment power over all securities of PetroAlgae Inc., a Delaware corporation (the “Company”), held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech. Eugene Grin and David Grin share sole voting and investment power over all securities of the Company held by PetroTech.

** Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of the Company as of December 22, 2008. As of December 22, 2008, PetroTech held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Laurus Master Fund, Ltd. (In Liquidation) I.R.S. Identification Nos. of above persons (entities only):             98-0337673
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Cayman Islands

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 100,000,000*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 100,000,000*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,000,000*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             95.9%*
14)	Type of Reporting Person (See Instructions):             CO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Laurus Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only):             13-4150669
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 100,000,000*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 100,000,000*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,000,000*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             95.9%*
14)	Type of Reporting Person (See Instructions):             OO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Valens Offshore SPV I, Ltd. I.R.S. Identification Nos. of above persons (entities only):             98-0539781
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             AF, WC
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Cayman Islands

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 102,507,936*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 102,507,936*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             102,507,936*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             98.3%*
14)	Type of Reporting Person (See Instructions):             CO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech and Valens SPV I. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Valens Offshore SPV II, Corp. I.R.S. Identification Nos. of above persons (entities only):             26-0811267
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 100,000,000*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 100,000,000*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,000,000*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             95.9%*
14)	Type of Reporting Person (See Instructions):             CO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Valens U.S. SPV I, LLC I.R.S. Identification Nos. of above persons (entities only):             20-8903266
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             AF, WC
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 100,666,667*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 100,666,667*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,666,667*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             96.5%*
14)	Type of Reporting Person (See Instructions):             OO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech and Valens U.S. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Calliope Capital Corporation I.R.S. Identification Nos. of above persons (entities only): 57-1237865
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization: Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 100,000,000*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 100,000,000*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,000,000*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             95.9%*
14)	Type of Reporting Person (See Instructions):             CO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             PSource Structured Debt Limited I.R.S. Identification Nos. of above persons (entities only): n/a
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization: Guernsey

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                  0*
	8)    Shared Voting Power:                 100,000,000*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 100,000,000*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             100,000,000*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             95.9%*
14)	Type of Reporting Person (See Instructions):             OO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Valens Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only):             20-8903345
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                  0*
	8)    Shared Voting Power:                 103,174,603*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 103,174,603*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             103,174,603*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             98.9%*
14)	Type of Reporting Person (See Instructions):             OO

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             David Grin I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             Israel

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 103,174,603*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 103,174,603*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             103,174,603*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             98.9%*
14)	Type of Reporting Person (See Instructions):             IN

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech, Valens SPV I and Valens U.S. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S. disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Cusip No. 71646T 107

1)	Names of Reporting Persons.             Eugene Grin I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨ (b)  x
3)	SEC Use Only
4)	Source of Funds (See Instructions):             OO
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):             Not Applicable
6)	Citizenship or Place of Organization:             United States

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7)    Sole Voting Power:                 0*
	8)    Shared Voting Power:                 103,174,603*
	9)    Sole Dispositive Power:                 0*
	10)    Shared Dispositive Power:                 103,174,603*

11)	Aggregate Amount Beneficially Owned by Each Reporting Person:             103,174,603*
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13)	Percent of Class Represented by Amount in Row (11):             98.9%*
14)	Type of Reporting Person (See Instructions):             IN

* Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource,

Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech, Valens SPV I and Valens U.S. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Each of the Filing Parties expressly disclaims any beneficial ownership of such securities (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) and any liability for any information provided in this Schedule 13D that does not expressly pertain to the Filing Parties. The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the “Shares”), of PetroAlgae, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 1901 S. Harbor City Blvd., Suite 300, Melbourne, Florida 32901.

Item 2. Identity and Background.

The name of the person filing this statement is PetroTech Holdings Corp., a Delaware corporation (“PetroTech”). Eugene Grin is also listed as a person filing this statement because he is the sole director of PetroTech and may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of PetroAlgae Inc. held by PetroTech. This Schedule 13D is also filed on behalf of (i) Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), (ii) Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”), (iii) Calliope Capital Corporation, a Delaware corporation (“CCC”), (iv) PSource Structured Debt Limitd, a Guernsey company (“PSource”), (v) Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), (vi) Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), (vii) Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), (viii) Valens Capital Management LLC, a Delaware limited liability company (“VCM”), (ix) David Grin and (x) Eugene Grin (together with David Grin, the Fund, LCM, CCC, Psource, Valens U.S., Valens SPV I, Valens SPV II and VCM, the “Filing Parties”). PetroTech is owned by Valens U.S., Valens SPV I, Valens SPV II, the Fund, CCC and PSource. The Fund, CCC and PSource are managed by LCM. Valens U.S., Valens SPV I, and Valens SPV II are managed by VCM. Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech, Valens SPV I and Valens U.S. Eugene Grin and David Grin are also the principal executive officers and directors of Valens SPV II.

PetroTech is a joint venture of a group of accredited investors managed by New York based Valens Capital Management and certain of its affiliate managers. The principal office of each of the Filing Parties is located at 335 Madison Avenue, 10th Floor, New York, New York 10017. David Grin is a citizen of Israel. Eugene Grin is a citizen of the United States.

During the past five years, none of the Filing Parties has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Filing Parties was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On December 16, 2008, Corporate Services International, a Delaware corporation and the Company’s principal stockholder, sold 9,000,000 shares of Series B preferred stock of the Company and 10,000,000 shares of common stock of the Company to PetroTech Holdings Corp., a Delaware corporation, for $350,000 using funds of PetroTech.

On December 16, 2008, PetroTech Holdings Corp. submitted a conversion notice to the registrant for its 9,000,000 shares of Series B preferred stock. Each share of Series B preferred stock of the registrant converted into 10 shares of common stock of the Company.

On December 16, 2008, Michael Anthony, the President, Secretary, Chief Financial Officer and sole Director of the Company resigned from all positions held at the Company.

Effective December 16, 2008, Messrs. Sayan Navaratnam, John Scott and Isaac Szpilzinger were elected to the Board of Directors of the Company. The newly constituted Board of Directors of the Company appointed David Szostak as the President, Secretary and Treasurer of the Company.

On December 19, 2008, PetroTech assigned its entire interest in PetroAlgae LLC to the Company.

On December 22, 2008, Valens SPV I purchased 2,507,936 shares of common stock of the Company for $7,900,000 using affiliate working capital and Valens U.S. purchased 666,667 shares of common stock of the Company for $2,100,000 using affiliate working capital.

Item 4. Purpose of Transaction.

The information set forth in Item 3 is incorporated in this Item 4 by reference. Except as set forth herein or as would occur in connection with or completion of any of the actions and matters discussed in Item 3, no Filing Party has any present plan or proposal which would relate to or result in any of the matters set forth in paragraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Based on 104,274,189 shares of the common stock, par value $0.001 per share (the “Shares”), issued and outstanding of PetroAlgae Inc., a Delaware Corporation (the “Company”) as of December 22, 2008. As of December 22, 2008, PetroTech Holdings Corp., a Delaware corporation (“PetroTech”) held 100,000,000 Shares or 95.9% of the Shares deemed issued and outstanding as of that date. PetroTech is owned by Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands limited company (“Valens SPV I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens SPV II”), Laurus Master Fund, Ltd. (In Liquidation), a Cayman Islands limited company (the “Fund”), Calliope Capital Corporation, a Delaware corporation (“CCC”) and PSource Structured Debt Limited, a Guernsey company (“PSource”). The Fund, CCC and Psource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company (“LCM”). Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC (“VCM”). Eugene Grin and David Grin (together with PetroTech, the Fund, CCC, PSource, Valens U.S., Valens SPV I, and Valens SPV II, LCM, VCM and PetroTech, the “Filing Parties”), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by PetroTech, Valens SPV I and Valens U.S. Eugene Grin is also the sole director of PetroTech and, as such, may be deemed to have sole voting and investment power over all securities of the Company held by PetroTech. Eugene Grin, however, disclaims beneficial ownership and sole voting and investment power of the securities of the Company held by PetroTech.

On December 22, 2008, Valens SPV I purchased 2,507,936 Shares from the Company for $7,900,000. Also on December 22, 2008, Valens U.S. purchased 666,667 Shares for $2,100,000. As such, as of December 22, 2008, for the purposes of Reg. Section 240.13d-3, VCM, Eugene Grin and David Grin may be deemed to beneficially own 103,174,603 Shares, or 98.9% of the Shares deemed issued and outstanding as of that date. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV I may be deemed to beneficially own 102,507,936 Shares or 98.3% of the Shares deemed issued and outstanding as of that date. Valens SPV I disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens U.S. may be deemed to beneficially own 100,666,667 Shares or 96.5% of the Shares deemed issued and outstanding as of that date. Valens U.S disclaims beneficial ownership of the 100,000,000 Shares of the Company held by PetroTech, except to the extent of such person’s pecuniary interest in PetroTech, if any.

As of December 22, 2008, for the purposes of Reg. Section 240.13d-3, Valens SPV II, CCC, PSource, the Fund and LCM may be deemed to beneficially own 100,000,000 Shares, or 95.9% of the Shares deemed issued and outstanding as of that date. Each of Valens SPV II, CCC, PSource, the Fund and LCM disclaims beneficial ownership of the securities of the Company held by PetroTech, Valens SPV I and Valens U.S. except to the extent of such person’s pecuniary interest in PetroTech, Valens SPV I or Valens U.S., if any.

The filing of this statement shall not be deemed an admission that any person (other than PetroTech with respect to 100,000,000 Shares, Valens SPV I with respect to 2,507,936 Shares and Valens U.S. with respect to 666,667 Shares) is, for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Except as set forth above, no other Shares or securities convertible into, exercisable for or exchangeable for Shares are owned, beneficially or otherwise, by the Filing Parties.

Except as set forth above, none of the Filing Parties has effected any transactions in Shares, or securities convertible into, exercisable for or exchangeable for Shares, during the sixty (60) days on or prior to December 29, 2008.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None.

Item 7. Material to be Filed as Exhibits.

Appendix A. Joint Filing Agreement.

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.

December 29, 2008

PETROTECH HOLDINGS CORP.

/s/ Eugene Grin

Name: Eugene Grin

Title: Authorized Signatory

LAURUS MASTER FUND, LTD.

By: Laurus Capital Management, LLC,

its investment manager

/s/ Eugene Grin

Name: Eugene Grin

Title: Authorized Signatory

CALLIOPE CAPITAL CORPORATION

By: Laurus Capital Management, LLC,

its investment manager

/s/ Eugene Grin

Name: Eugene Grin

Title: Authorized Signatory

PSOURCE STRUCTURED DEBT LIMITED

By: Laurus Capital Management, LLC,

its investment manager

/s/ Eugene Grin

Name: Eugene Grin

Title: Authorized Signatory

LAURUS CAPITAL MANAGEMENT, LLC, individually and as investment manager

/s/ Eugene Grin

Name: Eugene Grin

Title: Authorized Signatory

VALENS OFFSHORE SPV I, LTD.

VALENS OFFSHORE SPV II, CORP.

VALENS U.S. SPV I, LLC

By: VALENS CAPITAL MANAGEMENT, LLC

for itself and as investment manager

/s/ Eugene Grin

Name: Eugene Grin

Title: Authorized Signatory

/s/ David Grin

David Grin

/s/ Eugene Grin

Eugene Grin

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

APPENDIX A

Each of PetroTech Holdings Corp., Laurus Master Fund, Ltd., Valens Capital Management, LLC, Laurus Capital Management, LLC, Calliope Capital Corporation, PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13D to which this Appendix A is attached is filed on behalf of each of them, respectively.

PETROTECH HOLDINGS CORP.

/s/ Eugene Grin

Name:  Eugene Grin

Title:    Authorized Signatory

LAURUS MASTER FUND, LTD.

By: Laurus Capital Management, LLC,

its investment manager

/s/ Eugene Grin

Name:  Eugene Grin

Title:    Authorized Signatory

CALLIOPE CAPITAL CORPORATION

By: Laurus Capital Management, LLC,

its investment manager

/s/ Eugene Grin

Name:  Eugene Grin

Title:    Authorized Signatory

PSOURCE STRUCTURED DEBT LIMITED

By: Laurus Capital Management, LLC,

its investment manager

/s/ Eugene Grin

Name:  Eugene Grin

Title:    Authorized Signatory

LAURUS CAPITAL MANAGEMENT, LLC,

individually and as investment manager

/s/ Eugene Grin

Name:  Eugene Grin

Title:    Authorized Signatory

VALENS OFFSHORE SPV I, LTD.

VALENS OFFSHORE SPV II, CORP.

VALENS U.S. SPV I, LLC

By: VALENS CAPITAL MANAGEMENT, LLC

for itself and as investment manager

/s/ Eugene Grin

Name:  Eugene Grin

Title:    Authorized Signatory

/s/ David Grin

David Grin

/s/ Eugene Grin

Eugene Grin