FORM 4
[ X ] 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
                                                                                  
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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                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former 10% Owner
(Last)          (First)          (Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC, 335 MADISON AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/23/2008
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

1/25/2008 
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
Common Stock   (1) (2) 1/23/2008   (1) (2)   S    2674407   D $2.27   (1) (2) 0   I   (1) (2) (3) (4) (5) By Erato Corporation   (1) (2) (3) (4) (5)

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

Explanation of Responses:
( 1)  On January 23, 2008, Erato entered into a stock purchase agreement dated as of January 22, 2008 (the "Stock Purchase Agreement") with Creative Vistas, Inc., an Arizona Corporation ("Vistas"), by which Erato transferred to Vistas 2,674,407 Shares for an aggregate purchase price of $6,017,416, or $2.27 per Share (the "Purchase Price"). The Purchase Price was paid by Vistas by delivery to Erato of (i) 2,195,720 duly and validly issued shares of common stock of Vistas, and (ii) a common stock purchase warrant (the "Vista Warrant"), exercisable into up to 812,988 shares of common stock of Vistas at an exercise price of $0.001 per share.
( 2)  The Vista Warrant contains an issuance limitation prohibiting the Investors (as defined below) 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 of Vistas common stock then issued and outstanding (whether or not, at the time of such exercise, the Investors beneficially own more than 9.99% of the outstanding shares of Vistas common stock).
( 3)  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. SPV I, LLC, a Delaware limited liability company ("Valens"), and Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("VOFF SPV I", and together with Erato, Valens, and the Fund, 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.
( 4)  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. 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.
( 5)  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.

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



Former 10% Owner
Erato CORP
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017



Former 10% Owner
LAURUS CAPITAL MANAGEMENT LLC
825 THIRD AVENUE, 14TH FLOOR
NEW YORK, NY 10022



Former 10% Owner
Valens U.S. SPV I, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017



Former 10% Owner
Valens Offshore SPV I, Ltd.
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017



Former 10% Owner
Valens Capital Management, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017



Former 10% Owner
GRIN DAVID
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017



Former 10% Owner
GRIN EUGENE
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017



Former 10% Owner

Signatures
/s/ Eugene Grin, Director of Laurus Master Fund, Ltd. 2/20/2008
** Signature of Reporting Person Date

/s/ Eugene Grin, Chairman, President and Secretary of Erato Corporation 2/20/2008
** Signature of Reporting Person Date

/s/ David Grin, David Grin, Principal of Laurus Capital Management, LLC 2/20/2008
** Signature of Reporting Person Date

/s/ David Grin, David Grin, Authorized Signatory of Valens U.S. SPV I, LLC 2/20/2008
** Signature of Reporting Person Date

/s/ Eugene Grin, Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC 2/20/2008
** Signature of Reporting Person Date

/s/ Eugene Grin, Eugene Grin, Authorized Signatory of Valens Offshore SPV I, Ltd. 2/20/2008
** Signature of Reporting Person Date

/s/ David Grin, David Grin, Principal of Valens Capital Management, LLC 2/20/2008
** Signature of Reporting Person Date

/s/ Eugene Grin, Eugene Grin, Principal of Valens Capital Management, LLC 2/20/2008
** Signature of Reporting Person Date

/s/ David Grin 2/20/2008
** Signature of Reporting Person Date

/s/ Eugene Grin 2/20/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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