SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Verutek Technologies Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(TITLE OF CLASS OF SECURITIES)

92535A108

(CUSIP Number)

June 17, 2008

(Date of Event which requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

(Page 1 of 14 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 14 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Partners Renewable Energy Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 430,479
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 430,479
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 430,479
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.01%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Renewable Energy Offshore Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 844,800
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 844,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 844,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.91%
12	TYPE OF REPORTING PERSON** CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Advisory Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,363,632
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,363,632
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,363,632
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.27%
12	TYPE OF REPORTING PERSON** PN; IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!

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Page 5 of 14 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Partners I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 430,479
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 430,479
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 430,479
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.01%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Hempleman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,363,632
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,363,632
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,363,632
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.27%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

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Item 1(a).	NAME OF ISSUER:

	The name of the issuer Verutek Technologies Inc.(the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
	65 West Dudley Town Road, Suite 100, Bloomfield, CT 06002

Item 2(a).	NAME OF PERSON FILING:

	This statement is filed by:

	(i)	Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Renewable Energy"), with respect to the shares of Common Stock, par value $0.001 per share ("Common Stock") directly owned by it;
	(ii)	Ardsley Renewable Energy Offshore Fund Ltd., a British Virgin Islands corporation ("Renewable Offshore"), with respect to the shares of Common Stock directly owned by it;
	(iii)	Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Renewable Offshore and the Investment Adviser of Renewable Energy and one or more managed accounts, with respect to the shares of Common Stock directly owned by Renewable Offshore, Renewable Energy and such managed accounts;
	(iv)	Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of Renewable Energy; and
	(v)	Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by Renewable Energy, Renewable Offshore and the managed accounts.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons, with the exception of Renewable Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902.

The address of the registered office of Renewable Offshore is Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands.

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Item 2(c).

CITIZENSHIP:

Renewable Energy is a Delaware limited partnership. Renewable Offshore is a British Virgin Islands corporation. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States Citizen.

Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock, par value $0.001 per share

Item 2(e).	CUSIP NUMBER
	92535A108

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	o	Broker or dealer registered under Section 15 of the Act
(b)	o	Bank as defined in Section 3(a)(6) of the Act
(c)	o	Insurance company as defined in Section 3(a)(19) of the Act
(d)	o	Investment Company registered under Section 8 of the Investment Company Act
(e)	o	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940
(f)	o	Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g)	o	Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
(h)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

If this statement is filed pursuant to Rule 13d-1(c), check the box. x

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Item 4.

OWNERSHIP:

A.	Ardsley Partners Fund II, L.P.
(a)		Amount beneficially owned: 430,479
(b)		Percent of class: 2.01%. (The percentages used herein and in the rest of Item 4 are calculated based upon the 21,310,873 shares of Common Stock issued and outstanding as of May 4, 2008, as per the Company's Prospectus Supplement No. 1 on Form 424b3, as filed with the Securities and Exchange Commission on June 11, 2008, and certain warrants deemed held by each of the beneficial owners in this Item 4.)
(c)		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 430,479
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 430,479

B.	Renewable Offshore Fund Ltd.
(a)		Amount beneficially owned: 844,800
(b)		Percent of class: 3.91%
(c)		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 844,800
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 844,800

C.	Ardsley Advisory Partners
(a)		Amount beneficially owned: 1,363,632
(b)		Percent of class: 6.27%
(c)		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 1,363,632
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 1,363,632

D.	Ardsley Partners I
(a)		Amount beneficially owned: 430,479
(b)		Percent of class: 2.01%
(c)		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 430,479
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 430,479

E	Philip J. Hempleman
(a)		Amount beneficially owned: 1,363,632
(b)		Percent of class: 6.27%
(c)		(i)	Sole Power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 1,363,632
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 1,363,632

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Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	Not applicable.

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Ardsley, the Investment Manager of Renewable Offshore and the Investment Adviser of one or more managed accounts, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Renewable Offshore, and the managed accounts, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.

Ardsley, the Investment Adviser of Renewable Energy, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Renewable Energy and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.

Ardsley Partners, the General Partner of Renewable Energy, shares the power to vote and direct the disposition of the shares of Common Stock owned by Renewable Energy, and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.

Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Renewable Offshore, Renewable Energy and the managed accounts. Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
	Not applicable

Item 9.	NOTICE OF DISSOLUTION OF GROUP:
	Not applicable.

Item 10.	CERTIFICATION:

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2008

	ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
	BY: ARDSLEY PARTNERS I,
	GENERAL PARTNER


	By:	/s/ Steve Napoli
		Steve Napoli
		General Partner


	ARDSLEY RENEWABLE ENERGY OFFSHORE FUND LTD.


	By:	/s/ Neil Glass
		Neil Glass
		Director

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	ARDSLEY ADVISORY PARTNERS
	BY: ARDSLEY PARTNERS I,
	GENERAL PARTNER


	By:	/s/ Steve Napoli
		Steve Napoli
		General Partner


	ARDSLEY PARTNERS I


	By:	/s/ Steve Napoli
		Steve Napoli
		General Partner


	PHILIP J. HEMPLEMAN, INDIVIDUALLY


	By:	/s/ Steve Napoli*
		As attorney in fact for
		Philip J. Hempleman

* Evidence of Power of Attorney was filed with the Schedule 13G filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

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EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated as of June 20, 2008

	ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
	BY: ARDSLEY PARTNERS I,
	GENERAL PARTNER


	By:	/s/ Steve Napoli
		Steve Napoli
		General Partner


	ARDSLEY RENEWABLE ENERGY OFFSHORE FUND LTD.


	By:	/s/ Neil Glass
		Neil Glass
		Director

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Page 14 of 14 Pages


	ARDSLEY ADVISORY PARTNERS
	BY: ARDSLEY PARTNERS I,
	GENERAL PARTNER


	By:	/s/ Steve Napoli
		Steve Napoli
		General Partner


	ARDSLEY PARTNERS I


	By:	/s/ Steve Napoli
		Steve Napoli
		General Partner


	PHILIP J. HEMPLEMAN, INDIVIDUALLY


	By:	/s/ Steve Napoli*
		Attorney in fact for
		Philip J. Hempleman

* Evidence of Power of Attorney was filed with the Schedule 13G filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

VeruTEK Technologies, Inc. SC 13G