Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Harborview Advisors, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2010
3. Issuer Name and Ticker or Trading Symbol
Alliqua, Inc. [HPLF.OB]
(Last)
(First)
(Middle)
850 THIRD AVENUE, SUITE 1801, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
05/21/2010
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock 35,794,498
I
See Footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harborview Advisors, LLC
850 THIRD AVENUE, SUITE 1801
NEW YORK, NY 10022
    X    
HARBORVIEW MASTER FUND LP
HARBOUR HOUSE WATERFORD DRIVE
PO BOX 972
TORTOLA, D8 00000
    X    
Harborview Value Master Fund, L.P.
850 THIRD AVENUE, SUITE 1801
NEW YORK, NY 10022
    X    

Signatures

HARBORVIEW MASTER FUND, L.P., By: Harborview 01/04/2011
**Signature of Reporting Person Date

HARBORVIEW VALUE MASTER FUND, L.P., By: Harborview Advisors LLC, Its: General Partner, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 01/04/2011
**Signature of Reporting Person Date

HARBORVIEW ADVISORS, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 01/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This statement is jointly filed by and on behalf of each of Harborview Master Fund, L.P. ("Harborview Master Fund"), Harborview Value Master Fund, L.P. ("Harborview Value Master Fund") and Harborview Advisors, LLC ("Harborview Advisors"). Harborview Master Fund and Harborview Value Master Fund are the record and direct beneficial owners of the securities covered by this statement. Harborview Advisors is the general partner of, and may be deemed to beneficially own securities owned by, each of Harborview Master Fund and Harborview Value Master Fund. Harborview Advisors and Harborview Value Master Fund were omitted from the original Form 3 filed by Harborview Master Fund and this Amendment is being filed to add Harborview Advisors and Harborview Value Master Fund as joint filers to the original Form 3.
(2) Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3) Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
(4) Includes (a) 27,981,999 shares directly beneficially owned by Harborview Master Fund and (b) 7,812,499 shares directly beneficially owned by Harborview Value Master Fund.
 
Remarks:
Exhibit Index

Exhibit 99.1  Joint Filer Information (furnished herewith)
Exhibit 99.2  Joint Filing Agreement (furnished herewith)

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.