UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: September 30, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 0 - 24836





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)

Registrants telephone number, including area code:

321-409-7500

Securities registered
under Section 12(b) of the Exchange Act:

None

Securities registered under to Section 12(g) of the Exchange Act:

Common Stock, $.001 Par
Value

(Title of Class)





Indicate by check mark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  x    NO   ̈

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in
Exchange Act Rule 12b-2).

Large Accelerated Filer   ̈        
Accelerated Filer   ̈         Non-accelerated filer   ̈        Smaller reporting
company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    YES   ̈    NO  x

The number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date, is 104,425,246 as of March 9, 2009.









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EXPLANATORY NOTE

This Form 10-Q/A is being filed by PetroAlgae Inc. to amend its Quarterly Report on Form 10-Q for the period ended September 30, 2008, filed with the Securities and Exchange Commission on November 3, 2008,
to revise the certifications required by Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934 to include language regarding internal control over financial reporting.



|Item 15. | EXHIBITS
|-------- | --------



| |  |              |  |                                                            
| |  | ------------ |  | -----------------------------------------------------------
| |  | Exhibit 31.1 |  | Rule 13a-14(a) Certification of Principal Executive Officer
| |  |             
| |  | Exhibit 31.2 |  | Rule 13a-14(a) Certification of Principal Financial Officer



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SIGNATURE

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



PETROALGAE INC.By:

/s/ David SzostakName: David SzostakTitle: President


Date: March 17, 2009