SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Valens Offshore SPV I, Ltd. (Last) (First) (Middle) C/O VALENS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/08/2008	3. Issuer Name and Ticker or Trading Symbol 180 Connect Inc. [ CNCT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	10/31/2007	07/02/2012	Common Stock, par value $0.0001 per share	328,094	0.01	I ( 1 ) ( 2 ) ( 3 ) ( 4 )	See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Explanation of Responses:

1. On January 8, 2008, Valens Offshore SPV I, Ltd. ("VOFF SPV I") held certain warrants (the "July Warrant") to acquire 328,094 shares of the common stock, par value $0.0001 per share (the "Shares"), of 180 Connect Inc., a Delaware corporation (the "Company"), at an exercise price of $0.01 per Share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting VOFF SPV I from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by VOFF SPV I and certain affiliates of more than 9.99% of the Shares then issued and outstanding. The July Warrant also contains a restriction preventing VOFF SPV I and certain of its affiliates from selling the Shares underlying such warrants until July 2, 2008.

2. VOFF SPV I acquired the July Warrant reported herein from its affiliate, Erato Corporation ("Erato"). Erato is a wholly owned subsidiary of Laurus Master Fund Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. SPV I, LLC ("Valens U.S.") and VOFF SPV I (together with Erato and Valens U.S., the "Investors") are managed by Valens Capital Management, LLC, a Delaware limited liability company ("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 the Investors. Each of Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S. and VOFF SPV I, except to the extent of such person's pecuniary interest in Valens U.S. and VOFF SPV I, if any.

3. Erato disclaims beneficial ownership of the securities of the Company held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any. Valens U.S. and VOFF SPV I disclaims beneficial ownership of the securities of the Company held by each of Erato and the Fund, except to the extent of such person's pecuniary interest in Erato and the Fund, if any. Valens U.S. disclaims beneficial ownership of the securities of the Company held by VOFF SPV I, except to the extent of such person's pecuniary interest in VOFF SPV I, if any. VOFF SPV I disclaims beneficial ownership of the securities of the Company held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any.

4. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

Remarks:

Contemporaneously with this filing, the Investors have caused a Form 4 to be filed on their behalf reflecting the transfer reported herein.

	/s/ Eugene Grin, Authorized Signatory of Valens Offshore SPV I, Ltd.	02/11/2008
	** Signature of Reporting Person	Date
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