180 Connect Inc. - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * LAURUS MASTER FUND LTD	2. Issuer Name and Ticker or Trading Symbol 180 Connect Inc. [ CNCT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      __ X __ Other (specify below) Disclaimed Group
(Last)          (First)          (Middle) C/O LAURUS CAPITAL MANAGEMENT, LLC, 335 MADISON AVENUE, 10TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 1/8/2008
(Street) NEW YORK, NY 10017 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	$0.01	1/8/2008		J  (1) (2) (3)			441943	10/31/2007	7/2/2012	Common Stock	441943	$1.02	441943   (1) (2) (3)	I   (1) (2) (3) (4) (5) (6)	See footnotes   (1) (2) (3) (4) (5) (6)
Common Stock Purchase Warrant	$0.01	1/8/2008		J  (1) (2) (3)		441943		10/31/2007	7/2/2012	Common Stock	441943	$1.02	441943   (1) (2) (3)	I   (1) (2) (3) (4) (5) (6)	See footnotes   (1) (2) (3) (4) (5) (6)

Explanation of Responses:
( 1)	On January 8, 2008, Erato Corporation ("Erato") transferred to its affiliates, Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens U.S."), certain warrants (the "July Warrant") to acquire 328,094 shares of the common stock, par value $0.0001 per share (the "Shares"), and 113,849 Shares, respectively, of 180 Connect Inc., a Delaware corporation (the "Company"), at an exercise price of $0.01 per Share, subject to certain adjustments. As of January 8, 2008, after giving effect to the transfer described above, Erato held (i) a July Warrant to acquire 149,080 Shares, of which 1,324 Shares are exercisable at an exercise price of $0.01 per Share, and 147,756 Shares are exercisable at an exercise price of $3.00 per Share, each subject to certain adjustments, and (ii) 2,702,907 Shares.
( 2)	As of January 8, 2008, after giving effect to the transfer described above, Laurus Master Fund, Ltd. (the "Fund", and together with Erato, VOFF SPV I, and Valens U.S., the "Investors"), held a warrant (the "September Warrant" and together with the July Warrant, the "Warrants") to acquire 250,000 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments. As of January 8, 2008, after giving effect to the transfer described above, Valens U.S. held a July Warrant to acquire 122,826 Shares, of which 120,582 Shares are exercisable at an exercise price of $0.01 per Share, and 2,244 Shares are exercisable at an exercise price of $3.00 per Share, each subject to certain adjustments. As of January 8, 2008, after giving effect to the transfer described above, VOFF SPV I held a July Warrant to acquire 328,094 Shares, exercisable at an exercise price of $0.01 per Share.
( 3)	The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding. The Warrants each contain a restriction preventing the Investors from selling the Shares underlying such warrants until July 2, 2008.
( 4)	Erato is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. and VOFF SPV I 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. 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.
( 5)	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. 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.
( 6)	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, VOFF SPV I has caused a Form 3 to be filed on its behalf reflecting the transfer to VOFF SPV I reported herein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group
Erato CORP C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group
LAURUS CAPITAL MANAGEMENT LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
Valens U.S. SPV I, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
Valens Offshore SPV I, Ltd. C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
Valens Capital Management, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
GRIN DAVID C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
GRIN EUGENE C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group

Signatures
/s/ Eugene Grin, Director of Laurus Master Fund, Ltd.		2/11/2008
** Signature of Reporting Person		Date
/s/ Eugene Grin, Chairman, President and Secretary of Erato Corporation		2/11/2008
** Signature of Reporting Person		Date
/s/ David Grin, Principal of Laurus Capital Management, LLC		2/11/2008
** Signature of Reporting Person		Date
/s/ David Grin, Authorized Signatory of Valens U.S. SPV I, LLC		2/11/2008
** Signature of Reporting Person		Date
/s/ Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC		2/11/2008
** Signature of Reporting Person		Date
/s/ Eugene Grin, Authorized Signatory of Valens Offshore SPV I, Ltd.		2/11/2008
** Signature of Reporting Person		Date
/s/ David Grin, Principal of Valens Capital Management, LLC		2/11/2008
** Signature of Reporting Person		Date
/s/ Eugene Grin, Principal of Valens Capital Management, LLC		2/11/2008
** Signature of Reporting Person		Date
/s/ David Grin		2/11/2008
** Signature of Reporting Person		Date
/s/ Eugene Grin		2/11/2008
** Signature of Reporting Person		Date

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