UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
20-F/A-1




Amendment
No. 1





o
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934ORx
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended March 31, 2007.ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934OR.o
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934




Date of
event requiring this shell company report________________.




For the
transition period from __________________ to ________________.




Commission
File Number: 0-30858









VALCENT PRODUCTS
INC.




Province
of Alberta, Canada


(Jurisdiction of incorporation or
organization)




Suite
1010 - 789 West Pender Street, Vancouver


British
Columbia V6C 1H2


(Address
of principal executive offices)




Securities
registered or to be registered pursuant to Section 12(b) of the
Act.





None
            NoneTitle
      of each class
            Name
      of each exchange on which
registered




Securities
registered or to be registered pursuant to Section 12(g) of the
Act.





i




Common
      Shares, without par value(Title
      of Class)




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:





None(Title
      of Class)




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common shares at March 31, 2007 – 30,666,068.




Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.     Yes xNo o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.





Large
accelerated filer oAccelerated filer oNon-accelerated  filer x






Indicate
by check mark which financial statement item the Registrant has elected to
follow.   x Item
17    o Item 18




If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).    Yes
oNo x




(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS IN THE PAST FIVE
YEARS)




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities plan confirmed by a
court.    Yes oNo o





ii


Explanatory
Note





On
October 1, 2007 Valcent Products, Inc. filed its annual report on Form 20-F for
the year ended March 31, 2007 (the “Form 20-F”).  This amendment is
being filed to amend the disclosure included in Item 15 regarding Disclosure
Controls and Procedures. The remainder of the information contained in our
Annual Report for 2007 on Form 20-F is not amended hereby and remains as set
forth in the original filing.




ITEM
15. CONTROLS AND PROCEDURES




DISCLOSURE
CONTROLS AND PROCEDURES




As of
March 31, 2007, we conducted an evaluation, under the supervision and with the
participation of the person performing the functions of our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
the person performing the functions of the Company’s principal executive officer
and principal financial officer concluded that as of March 31, 2007 our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 (the “Exchange Act”)) are effective for the
purposes set forth in such definition.




MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Our
Acting President and Secretary, performing the function of principal executive
and principal financial officer, respectively, have evaluated the effectiveness
of the design and operation of our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended)
as of the end of the fiscal year covered by this annual report on Form 20-F.
Based on this evaluation, our Acting President and Secretary have concluded that
these internal controls over financial reporting are effective and provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles.




During
the course of their evaluation, our Acting President and Secretary did not
discover any fraud involving management or any other personnel who play a
significant role in our disclosure controls and procedures or internal controls
over financial reporting. Furthermore, because there were no significant
deficiencies and/or material weaknesses discovered no remedial measures were
necessary or taken during the period covered by this report to correct any such
deficiencies.




ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM




Not
applicable.




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING




No
changes in our disclosure controls and procedures or other factors have occurred
during the fiscal year covered by this annual report on Form 20-F that would
materially affect or be reasonably likely to materially affect our disclosure
controls and procedures.


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SIGNATURES







The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F/A and that it has duly caused and authorized the undersigned to sign
this Amendment No. 1 to the annual report on its behalf.




Valcent Products,
      Inc.Date:
      April 21, 2008
              By:
              /s/  
      M. Glen KertzM.
      Glen Kertz,Principal
      Executive Officer and President
 Date:
      April 21, 2008
              By:
              /s/   
      F. George OrrF.
      George Orr,Principal
      Financial Officer, Controller and Secretary












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