FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Report~~Form ~~of Foreign Private Issuer~~6-K

~~Pursuant~~REPORT toOF ~~Rule~~FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 orOR 15d-16 ~~under~~UNDER ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

For the month of January ~~August, 2012~~2013

Commission File Number: 000-30850

~~Alterrus~~[Missing ~~Systems~~Graphic ~~Inc.~~Reference]

120 Columbia Street, Vancouver, BC V6A 3Z8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

FORM 51-102F3

MATERIAL CHANGE REPORT

51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Alterrus Systems Inc. (the “Company”)

(Formerly Valcent Products Inc.)

120 Columbia Street

Vancouver, BC ~~Canada~~ V6A ~~3ZA~~3Z8

~~Indicate~~Item by2 Date ~~check~~of ~~mark~~Material ~~whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.~~Change

~~Form~~January ~~20-F x~~2, ~~Form 40-F o~~2013

~~Indicate~~Item by3 News ~~check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):~~Release

~~Yes o~~The Nonews xrelease was disseminated on January 3, 2013 through Marketwire.

~~Indicate~~Item by4 Summary ~~check~~of ~~mark~~Material ~~if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):~~Change

~~Yes o~~The NoCompany xannounced the appointment of David Andru as the Chief Financial Officer of the Company effective January 2, 2013.

~~Indicate~~Item by5 Full ~~check~~Description mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of ~~1934.~~Material Change

~~Yes o~~5.1 NoFull xDescription of Material Change

IfThe ~~“Yes”~~Company isannounced ~~marked, indicate below~~ the ~~file~~appointment ~~number~~of ~~assigned~~David toAndru as the ~~registrant~~Company’s inChief ~~connection~~Financial ~~with~~Officer ~~Rule~~effective ~~12g3-~~January 2~~(b):~~, 2013.

1Mr. Andru has a diverse background including, strategic planning, project management, financial modeling and reporting, management reporting, controller roles and team development and management.

~~Exhibit~~He ~~Index~~was most recently CFO, and acting CEO of Ugi Fitness Inc. Prior to this he was an independent consultant and held various responsibilities at Lululemon Athletica including, Controller, Director of Finance, and Inventory Control Manager.

Exhibit Number	Description of Exhibit
99.1	News Release dated August 22, 2012

5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

Christopher Ng

Chief Executive Officer and Director

604.218.8618

Item 9 Date of Report

January 8, 2013

ALTERRUS Systems Inc.

120 Columbia Street

Vancouver, BC V6A 3Z8

News Release

Alterrus Systems Inc. Appoints David Andru as Chief Financial Officer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 3, 2013) - Alterrus Systems Inc. (CNSX:ASI)(ASIUF) today announced the appointment of David Andru as Chief Financial Officer. Mr. Andru has a diverse background including, strategic planning, project management, financial modeling and reporting, management reporting, controller roles and team development and management.

He was most recently CFO, and acting CEO of Ugi Fitness Inc. Prior to this he was an independent consultant and held various responsibilities at Lululemon Athletica including, Controller, Director of Finance, and Inventory Control Manager.

"We are delighted to have David accept the role of CFO," said Christopher Ng CEO. "His overall depth of business experience and strong background in finance, systems and technology will be a huge asset to the Alterrus team as we work to achieve the company's goals of sustainable urban agriculture."

About Alterrus Systems Inc.

Alterrus is a publicly traded company (CNSX:ASI)(ASIUF) headquartered in Vancouver, Canada. It is a world leader in the development, manufacturing, operation and integration of commercial VertiCrop technology for global markets. Alterrus has created a sustainable vertical growing system that grows fresh, nutritious, leafy green vegetables in urban environments where they are to be consumed.

Contact:

Alterrus Systems Inc.

Christopher Ng

604.218.8618

cng@alterrus.ca

SIGNATURES

Pursuant to the requirements 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.

	Alterrus Systems Inc.
Date: August 22, 2012	By:	/s/ John N. Hamilton
		Name: John N. Hamilton
		Title: Chief Financial Officer

Alterrus Systems Inc.

2 signed /”Christopher Ng”/

Christopher Ng

Chief Executive Officer

Date: January 8, 2013

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