8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2010

PetroAlgae Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0301060
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1901 S. Harbor City Blvd., Suite 300 Melbourne, FL	32901
(Address of principal executive offices)	(Zip Code)

321-409-7500

(Our telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

On July 23, 2010, PetroAlgae Inc. (OTCBB: PALG), a leading renewable energy company that licenses its commercial micro-crop technology globally, announced that it has engaged a global business consulting and internal audit firm to assist it in complying with the requirements of Section 404 of the Sarbanes-Oxley legislation. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release of PetroAlgae Inc. dated July 23, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PETROALGAE INC.
Date: July 23, 2010	By:	/s/ David P. Szostak
	Name:	David P. Szostak
	Title:	President

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR RELEASE: July 23, 2010

INVESTOR CONTACT: David Szostak

PetroAlgae Inc.

Phone: (321) 409-7407

Email: dszostak@petroalgae.com

MEDIA CONTACT: Harold Gubnitsky .

Phone: 321-409-7403

Email: hgubnitsky@petroalgae.com

PETROALGAE ENGAGES AUDIT FIRM

MELBOURNE, FL — July 23, 2010 — PetroAlgae Inc. (OTCBB: PALG), a leading renewable energy company that licenses its commercial micro-crop technology globally, today announced that it has engaged a global business consulting and internal audit firm to assist it in complying with the requirements of Section 404 of the Sarbanes-Oxley legislation. Pursuant to Section 404, PetroAlgae is required to include in its next Annual Report on Form 10-K a report by its management regarding the effectiveness of its internal controls over financial reporting. The report will include, among other things, an assessment of the effectiveness of its internal control over financial reporting as of the end of its 2010 fiscal year, including a statement as to whether or not its internal control over financial reporting is effective. PetroAlgae may also be required to include the attestation report of its independent registered public accounting firm on its internal controls over financial reporting.

About PetroAlgae

PetroAlgae Inc. (OTCBB: PALG) is a leading alternative energy company that licenses a commercial micro-crop technology system to produce clean fuel and food in an environmentally sustainable manner. Through a modular, flexible design construction, PetroAlgae enables a near-continuous growing and harvesting process of a wide variety of micro-crops suited to local climates, ensuring maximum growth rates. PetroAlgae’s globally scalable system produces high-value protein as well as a cost-effective alternative to fossil fuels, while absorbing carbon dioxide from greenhouse gas emissions.

For further information on PetroAlgae, please visit www.petroalgae.com.

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